0001698514 false 2021 --12-31 2021-06-30 Q2 Unlimited Unlimited Unlimited Unlimited P10Y P7Y10M25D P9Y8M12D P0Y P0Y 1 2 0001698514 2021-01-01 2021-06-30 0001698514 2021-06-30 0001698514 2020-12-31 0001698514 2020-01-01 2020-12-31 0001698514 2021-04-01 2021-06-30 0001698514 2020-04-01 2020-06-30 0001698514 2020-01-01 2020-06-30 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2021-03-31 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-03-31 0001698514 us-gaap:RetainedEarningsMember 2021-03-31 0001698514 NESR:TotalCompanyStockholdersEquityMember 2021-03-31 0001698514 us-gaap:NoncontrollingInterestMember 2021-03-31 0001698514 2021-03-31 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2021-04-01 2021-06-30 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-04-01 2021-06-30 0001698514 us-gaap:RetainedEarningsMember 2021-04-01 2021-06-30 0001698514 NESR:TotalCompanyStockholdersEquityMember 2021-04-01 2021-06-30 0001698514 us-gaap:NoncontrollingInterestMember 2021-04-01 2021-06-30 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2021-06-30 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-06-30 0001698514 us-gaap:RetainedEarningsMember 2021-06-30 0001698514 NESR:TotalCompanyStockholdersEquityMember 2021-06-30 0001698514 us-gaap:NoncontrollingInterestMember 2021-06-30 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2020-03-31 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-03-31 0001698514 us-gaap:RetainedEarningsMember 2020-03-31 0001698514 NESR:TotalCompanyStockholdersEquityMember 2020-03-31 0001698514 us-gaap:NoncontrollingInterestMember 2020-03-31 0001698514 2020-03-31 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2020-04-01 2020-06-30 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-04-01 2020-06-30 0001698514 us-gaap:RetainedEarningsMember 2020-04-01 2020-06-30 0001698514 NESR:TotalCompanyStockholdersEquityMember 2020-04-01 2020-06-30 0001698514 us-gaap:NoncontrollingInterestMember 2020-04-01 2020-06-30 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2020-06-30 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-06-30 0001698514 us-gaap:RetainedEarningsMember 2020-06-30 0001698514 NESR:TotalCompanyStockholdersEquityMember 2020-06-30 0001698514 us-gaap:NoncontrollingInterestMember 2020-06-30 0001698514 2020-06-30 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2020-12-31 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0001698514 us-gaap:RetainedEarningsMember 2020-12-31 0001698514 NESR:TotalCompanyStockholdersEquityMember 2020-12-31 0001698514 us-gaap:NoncontrollingInterestMember 2020-12-31 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2021-01-01 2021-06-30 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-01-01 2021-06-30 0001698514 us-gaap:RetainedEarningsMember 2021-01-01 2021-06-30 0001698514 NESR:TotalCompanyStockholdersEquityMember 2021-01-01 2021-06-30 0001698514 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-06-30 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2019-12-31 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0001698514 us-gaap:RetainedEarningsMember 2019-12-31 0001698514 NESR:TotalCompanyStockholdersEquityMember 2019-12-31 0001698514 us-gaap:NoncontrollingInterestMember 2019-12-31 0001698514 2019-12-31 0001698514 NESR:CommonStockAndAdditionalPaidInCapitalMember 2020-01-01 2020-06-30 0001698514 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-06-30 0001698514 us-gaap:RetainedEarningsMember 2020-01-01 2020-06-30 0001698514 NESR:TotalCompanyStockholdersEquityMember 2020-01-01 2020-06-30 0001698514 us-gaap:NoncontrollingInterestMember 2020-01-01 2020-06-30 0001698514 us-gaap:AccountsPayableMember 2021-01-01 2021-06-30 0001698514 us-gaap:AccruedLiabilitiesMember 2021-01-01 2021-06-30 0001698514 NESR:SellerProvidedInstallmentFinancingMember us-gaap:AccountsPayableMember 2021-01-01 2021-06-30 0001698514 NESR:SAPESCOBusinessCombinationMember 2021-06-30 0001698514 NESR:SAPESCOMember 2021-01-01 2021-06-30 0001698514 us-gaap:OtherCurrentLiabilitiesMember 2021-06-30 0001698514 us-gaap:OtherLiabilitiesMember 2021-06-30 0001698514 NESR:CommonStockOneMember 2021-01-01 2021-06-30 0001698514 us-gaap:AccountsPayableMember 2020-01-01 2020-06-30 0001698514 us-gaap:AccruedLiabilitiesMember 2020-01-01 2020-06-30 0001698514 NESR:ShortTermBorrowingsMember 2020-01-01 2020-06-30 0001698514 NESR:SellerProvidedInstallmentFinancingMember us-gaap:OtherCurrentLiabilitiesMember 2020-01-01 2020-06-30 0001698514 NESR:SellerProvidedInstallmentFinancingMember us-gaap:OtherLiabilitiesMember 2020-01-01 2020-06-30 0001698514 NESR:SellerProvidedInstallmentFinancingMember us-gaap:AccountsPayableMember 2020-01-01 2020-06-30 0001698514 srt:ScenarioPreviouslyReportedMember 2020-04-01 2020-06-30 0001698514 NESR:AsRevisedMember 2020-04-01 2020-06-30 0001698514 srt:ScenarioPreviouslyReportedMember 2020-01-01 2020-06-30 0001698514 NESR:AsRevisedMember 2020-01-01 2020-06-30 0001698514 srt:ScenarioPreviouslyReportedMember 2020-06-30 0001698514 NESR:AsRevisedMember 2020-06-30 0001698514 srt:ScenarioPreviouslyReportedMember 2020-12-31 0001698514 NESR:AsRevisedMember 2020-12-31 0001698514 srt:ScenarioPreviouslyReportedMember 2019-12-31 0001698514 NESR:AsRevisedMember 2019-12-31 0001698514 srt:ScenarioPreviouslyReportedMember 2020-01-01 2020-12-31 0001698514 NESR:AsRevisedMember 2020-01-01 2020-12-31 0001698514 srt:ScenarioPreviouslyReportedMember 2019-01-01 2019-12-31 0001698514 NESR:AsRevisedMember 2019-01-01 2019-12-31 0001698514 srt:ScenarioPreviouslyReportedMember 2018-06-07 2018-12-31 0001698514 NESR:AsRevisedMember 2018-06-07 2018-12-31 0001698514 srt:ScenarioPreviouslyReportedMember 2018-12-31 0001698514 NESR:AsRevisedMember 2018-12-31 0001698514 NESR:ActionSaleAndPurchaseAgreementMember 2021-05-04 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember NESR:FirstEarnOutConsiderationMember 2021-05-04 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember NESR:SecondEarnOutConsiderationMember 2021-05-04 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember NESR:ThirdEarnOutConsiderationMember 2021-05-04 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember NESR:FirstEannOutSecondEarnOutAndThirdEarnOutMember 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember 2021-01-01 2021-06-30 0001698514 NESR:ActionSaleAndPurchaseAgreementMember us-gaap:CustomerRelationshipsMember 2021-05-05 0001698514 NESR:ActionSaleAndPurchaseAgreementMember us-gaap:CustomerRelationshipsMember 2021-05-04 2021-05-05 0001698514 NESR:ActionRevenueMember 2021-01-01 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:SaharaPetroleumServicesCompanyMember 2020-02-12 2020-02-13 0001698514 NESR:SaleAndPurchaseAgreementMember 2021-01-01 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:SaharaPetroleumServicesCompanyMember 2021-01-01 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:SaharaPetroleumServicesCompanyMember 2020-01-01 2020-12-31 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:SaharaPetroleumServicesCompanyMember 2021-01-01 2021-03-31 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:AdditionalEarnOutSharesMember 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:AdditionalEarnOutSharesMember srt:MaximumMember 2020-12-31 0001698514 NESR:SaleAndPurchaseAgreementMember srt:MinimumMember NESR:NESRAdditionalShareMember 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember srt:MaximumMember NESR:NESRAdditionalShareMember 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember 2020-06-02 0001698514 NESR:SaleAndPurchaseAgreementMember 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember 2021-01-01 2021-03-31 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:LaterTwoThousandAndTwentyOneMember 2021-01-01 2021-06-30 0001698514 NESR:SaharaPetroleumServicesCompanyMember 2021-01-01 2021-06-30 0001698514 NESR:SaharaPetroleumServicesCompanyMember 2021-06-30 0001698514 NESR:SaharaPetroleumServicesCompanyMember 2020-06-02 0001698514 us-gaap:CustomerRelationshipsMember 2021-06-30 0001698514 us-gaap:CustomerRelationshipsMember 2021-01-01 2021-06-30 0001698514 us-gaap:TrademarksAndTradeNamesMember 2021-06-30 0001698514 us-gaap:TrademarksAndTradeNamesMember 2021-01-01 2021-06-30 0001698514 NESR:SaharaPetroleumServicesCompanyMember 2021-04-01 2021-06-30 0001698514 NESR:ProductionServicesMember 2021-04-01 2021-06-30 0001698514 NESR:ProductionServicesMember 2020-04-01 2020-06-30 0001698514 NESR:ProductionServicesMember 2021-01-01 2021-06-30 0001698514 NESR:ProductionServicesMember 2020-01-01 2020-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2021-04-01 2021-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2020-04-01 2020-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2021-01-01 2021-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2020-01-01 2020-06-30 0001698514 2019-03-31 0001698514 2018-12-31 0001698514 2019-04-01 2019-06-30 0001698514 2019-01-01 2019-06-30 0001698514 2019-06-30 0001698514 NESR:SparePartsMember 2021-06-30 0001698514 NESR:SparePartsMember 2020-12-31 0001698514 NESR:ChemicalsMember 2021-06-30 0001698514 NESR:ChemicalsMember 2020-12-31 0001698514 NESR:ConsumablesMember 2021-06-30 0001698514 NESR:ConsumablesMember 2020-12-31 0001698514 NESR:BuildingsAndLeaseholdImprovementsMember srt:MinimumMember 2021-01-01 2021-06-30 0001698514 NESR:BuildingsAndLeaseholdImprovementsMember srt:MaximumMember 2021-01-01 2021-06-30 0001698514 NESR:BuildingsAndLeaseholdImprovementsMember 2021-06-30 0001698514 NESR:BuildingsAndLeaseholdImprovementsMember 2020-12-31 0001698514 NESR:DrillingRigsPlantAndEquipmentMember srt:MinimumMember 2021-01-01 2021-06-30 0001698514 NESR:DrillingRigsPlantAndEquipmentMember srt:MaximumMember 2021-01-01 2021-06-30 0001698514 NESR:DrillingRigsPlantAndEquipmentMember 2021-06-30 0001698514 NESR:DrillingRigsPlantAndEquipmentMember 2020-12-31 0001698514 us-gaap:FurnitureAndFixturesMember 2021-01-01 2021-06-30 0001698514 us-gaap:FurnitureAndFixturesMember 2021-06-30 0001698514 us-gaap:FurnitureAndFixturesMember 2020-12-31 0001698514 NESR:OfficeEquipmentAndToolsMember srt:MinimumMember 2021-01-01 2021-06-30 0001698514 NESR:OfficeEquipmentAndToolsMember srt:MaximumMember 2021-01-01 2021-06-30 0001698514 NESR:OfficeEquipmentAndToolsMember 2021-06-30 0001698514 NESR:OfficeEquipmentAndToolsMember 2020-12-31 0001698514 NESR:VehiclesAndCranesMember srt:MinimumMember 2021-01-01 2021-06-30 0001698514 NESR:VehiclesAndCranesMember srt:MaximumMember 2021-01-01 2021-06-30 0001698514 NESR:VehiclesAndCranesMember 2021-06-30 0001698514 NESR:VehiclesAndCranesMember 2020-12-31 0001698514 NESR:ProductionServicesMember 2020-12-31 0001698514 NESR:DrillingAndEvaluationServicesMember 2020-12-31 0001698514 NESR:ProductionServicesMember 2021-01-01 2021-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2021-01-01 2021-06-30 0001698514 NESR:ProductionServicesMember 2021-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2021-06-30 0001698514 us-gaap:CustomerContractsMember 2021-01-01 2021-06-30 0001698514 NESR:CustomerContractsAndRelationshipsMember 2021-06-30 0001698514 NESR:CustomerContractsAndRelationshipsMember 2020-06-30 0001698514 us-gaap:TrademarksAndTradeNamesMember 2020-06-30 0001698514 NESR:SecuredTermLoanMember 2021-06-30 0001698514 NESR:SecuredTermLoanMember 2020-12-31 0001698514 NESR:SecuredRevolvingCreditFacilityMember 2021-06-30 0001698514 NESR:SecuredRevolvingCreditFacilityMember 2020-12-31 0001698514 NESR:CIBLongTermDebtMember 2021-06-30 0001698514 NESR:CIBLongTermDebtMember 2020-12-31 0001698514 NESR:SecuredFacilitiesAgreementMember 2019-05-05 0001698514 NESR:IncrementalFacilitiesAgreementMember 2019-05-23 0001698514 NESR:IncrementalFacilitiesAgreementMember 2019-06-20 0001698514 NESR:SecuredFacilitiesAgreementMember 2019-05-23 0001698514 NESR:SecuredFacilitiesAgreementMember 2019-06-20 0001698514 NESR:SuccessorsMember NESR:SecuredFacilitiesAgreementMember 2020-12-31 0001698514 NESR:SecuredFacilitiesAgreementMember 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember 2021-01-01 2021-06-30 0001698514 NESR:TermLoanMember 2021-01-01 2021-06-30 0001698514 us-gaap:RevolvingCreditFacilityMember 2021-06-30 0001698514 us-gaap:RevolvingCreditFacilityMember 2021-01-01 2021-06-30 0001698514 NESR:SecuredRevolvingCreditFacilityMember 2021-06-30 0001698514 us-gaap:LondonInterbankOfferedRateLIBORMember srt:MinimumMember 2021-01-01 2021-06-30 0001698514 us-gaap:LondonInterbankOfferedRateLIBORMember srt:MaximumMember 2021-01-01 2021-06-30 0001698514 NESR:TermLoanMember 2021-06-30 0001698514 NESR:TermLoanMember 2020-12-31 0001698514 us-gaap:RevolvingCreditFacilityMember 2020-06-30 0001698514 us-gaap:RevolvingCreditFacilityMember 2020-12-31 0001698514 us-gaap:RevolvingCreditFacilityMember 2019-06-19 2019-06-20 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:LendersMember 2021-01-01 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:LendersMember 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:LendersMember 2020-12-31 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember 2020-12-31 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember country:QA 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember country:QA 2020-12-31 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember country:AE 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember country:AE 2020-12-31 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember country:KW 2021-06-30 0001698514 NESR:SecuredFacilitiesAgreementMember NESR:HSBCBankMiddleEastLimitedMember country:KW 2020-12-31 0001698514 NESR:CIBLongTermDebtMember 2021-01-01 2021-06-30 0001698514 NESR:CIBLongTermDebtMember us-gaap:LondonInterbankOfferedRateLIBORMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember 2020-12-31 0001698514 NESR:ABKShortTermDebtMember 2021-06-30 0001698514 NESR:ABKShortTermDebtMember 2020-12-31 0001698514 NESR:HSBCLoanLineMember 2021-06-30 0001698514 NESR:HSBCLoanLineMember 2020-12-31 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFacilityMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFacilityMember NESR:EgyptianMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanOverdraftFacilityMember NESR:EgyptianMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFacilityMember NESR:LettersOfGuaranteeMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember 2021-01-01 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFacilityMember 2020-12-31 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFacilityMember NESR:EgyptianMember 2020-12-31 0001698514 NESR:CIBShortTermDebtMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanOverdraftFaciityMember NESR:EgyptianMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFaciityMember NESR:LettersOfGuaranteeMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFaciityMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFaciityMember NESR:EgyptianMember 2021-06-30 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanOverdraftFacilityMember NESR:EgyptianMember 2020-12-31 0001698514 NESR:CIBShortTermDebtMember NESR:TimeLoanFacilityMember NESR:LettersOfGuaranteeMember 2020-12-31 0001698514 NESR:ABKShortTermDebtMember NESR:TimeLoanFacilityMember 2021-06-30 0001698514 NESR:ABKShortTermDebtMember NESR:LettersOfGuaranteeMember 2021-06-30 0001698514 NESR:ABKShortTermDebtMember 2021-01-01 2021-06-30 0001698514 NESR:ABKShortTermDebtMember 2021-06-30 0001698514 NESR:ABKShortTermDebtMember 2020-12-31 0001698514 NESR:ABKShortTermDebtMember NESR:TimeLoanFacilityMember 2020-12-31 0001698514 NESR:ABKShortTermDebtMember NESR:LettersOfGuaranteeMember 2020-12-31 0001698514 NESR:HSBCLoanLineMember 2021-05-03 0001698514 NESR:HSBCLoanLineMember 2021-05-02 2021-05-03 0001698514 NESR:LiabilityForPrivateWarrantsMember us-gaap:FairValueInputsLevel1Member 2021-06-30 0001698514 NESR:LiabilityForPrivateWarrantsMember us-gaap:FairValueInputsLevel2Member 2021-06-30 0001698514 NESR:LiabilityForPrivateWarrantsMember us-gaap:FairValueInputsLevel3Member 2021-06-30 0001698514 NESR:LiabilityForPrivateWarrantsMember 2021-06-30 0001698514 NESR:LiabilityForPrivateWarrantsMember us-gaap:FairValueInputsLevel1Member 2020-12-31 0001698514 NESR:LiabilityForPrivateWarrantsMember us-gaap:FairValueInputsLevel2Member 2020-12-31 0001698514 NESR:LiabilityForPrivateWarrantsMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0001698514 NESR:LiabilityForPrivateWarrantsMember 2020-12-31 0001698514 us-gaap:MeasurementInputExpectedDividendRateMember 2021-06-30 0001698514 us-gaap:MeasurementInputExpectedDividendRateMember 2020-12-31 0001698514 us-gaap:MeasurementInputPriceVolatilityMember 2021-06-30 0001698514 us-gaap:MeasurementInputPriceVolatilityMember 2020-12-31 0001698514 us-gaap:MeasurementInputRiskFreeInterestRateMember 2021-06-30 0001698514 us-gaap:MeasurementInputRiskFreeInterestRateMember 2020-12-31 0001698514 us-gaap:MeasurementInputExpectedTermMember 2021-01-01 2021-06-30 0001698514 us-gaap:MeasurementInputExpectedTermMember 2020-01-01 2020-12-31 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember 2018-12-31 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember NESR:BoardofDirectorsMember 2018-01-01 2018-12-31 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember NESR:EmployeesMember 2018-01-01 2018-12-31 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2021-03-31 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2020-03-31 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2021-04-01 2021-06-30 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2020-04-01 2020-06-30 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2021-06-30 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2020-06-30 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2019-12-31 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-06-30 0001698514 us-gaap:RestrictedStockUnitsRSUMember 2020-01-01 2020-06-30 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember 2021-06-30 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember 2020-06-30 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember 2021-01-01 2021-06-30 0001698514 NESR:TwoThousandEighteenLongTermIncentivePlanMember 2020-01-01 2020-06-30 0001698514 NESR:CostofServicesMember 2021-04-01 2021-06-30 0001698514 NESR:CostofServicesMember 2020-04-01 2020-06-30 0001698514 NESR:CostofServicesMember 2021-01-01 2021-06-30 0001698514 NESR:CostofServicesMember 2020-01-01 2020-06-30 0001698514 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2021-04-01 2021-06-30 0001698514 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-04-01 2020-06-30 0001698514 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2021-01-01 2021-06-30 0001698514 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2020-01-01 2020-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2021-01-01 2021-06-30 0001698514 srt:MinimumMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2021-01-01 2021-06-30 0001698514 srt:MaximumMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2021-01-01 2021-06-30 0001698514 srt:MinimumMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2021-06-30 0001698514 srt:MaximumMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2021-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2021-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember 2020-12-31 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember NESR:SecondCapitalLeaseMember 2021-04-01 2021-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember NESR:SecondCapitalLeaseMember 2020-04-01 2020-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember NESR:SecondCapitalLeaseMember 2021-01-01 2021-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyThreeMember NESR:SecondCapitalLeaseMember 2020-01-01 2020-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyFourMember 2021-06-30 0001698514 NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyFourMember 2020-12-31 0001698514 NESR:SecondCapitalLeaseMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyFourMember 2021-04-01 2021-06-30 0001698514 NESR:SecondCapitalLeaseMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyFourMember 2020-04-01 2020-06-30 0001698514 NESR:SecondCapitalLeaseMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyFourMember 2021-01-01 2021-06-30 0001698514 NESR:SecondCapitalLeaseMember NESR:ExpireBetweenTwoThousandTwentyOneAndTwoThousandTwentyFourMember 2020-01-01 2020-06-30 0001698514 NESR:ExpireInTwoThousandTwentyThreeMember 2021-01-01 2021-06-30 0001698514 NESR:ExpireInTwoThousandTwentyThreeMember 2021-06-30 0001698514 NESR:ExpireInTwoThousandTwentyThreeMember 2020-12-31 0001698514 NESR:ThirdCapitalLeaseMember NESR:ExpireInTwoThousandTwentyThreeMember 2021-04-01 2021-06-30 0001698514 NESR:ThirdCapitalLeaseMember NESR:ExpireInTwoThousandTwentyThreeMember 2020-04-01 2020-06-30 0001698514 NESR:ThirdCapitalLeaseMember NESR:ExpireInTwoThousandTwentyThreeMember 2021-01-01 2021-06-30 0001698514 NESR:ThirdCapitalLeaseMember NESR:ExpireInTwoThousandTwentyThreeMember 2020-01-01 2020-06-30 0001698514 us-gaap:AccountsPayableMember 2021-06-30 0001698514 us-gaap:AccountsPayableMember 2020-12-31 0001698514 us-gaap:ShortTermDebtMember 2020-12-31 0001698514 us-gaap:OtherCurrentLiabilitiesMember 2020-12-31 0001698514 NESR:PublicWarrantsMember 2020-12-31 0001698514 NESR:PublicWarrantsMember 2021-06-30 0001698514 2021-06-05 2021-06-08 0001698514 NESR:SaleAndPurchaseAgreementMember NESR:AdditionalEarnOutSharesMember 2021-01-01 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember 2021-04-01 2021-06-30 0001698514 NESR:PrivateWarrantsMember 2021-06-30 0001698514 NESR:PrivateWarrantsMember 2021-03-31 0001698514 NESR:PublicWarrantsMember 2021-06-30 0001698514 us-gaap:WarrantMember 2021-04-01 2021-06-30 0001698514 us-gaap:WarrantMember 2021-01-01 2021-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember 2020-04-01 2020-06-30 0001698514 NESR:SaleAndPurchaseAgreementMember 2020-01-01 2020-06-30 0001698514 NESR:AllocationOfParticipatingEarningsMember 2020-04-01 2020-06-30 0001698514 NESR:AllocationOfParticipatingEarningsMember 2020-01-01 2020-06-30 0001698514 2020-04-01 2020-08-31 0001698514 2020-01-01 2020-08-31 0001698514 NESR:PrivateWarrantsMember 2020-06-30 0001698514 NESR:PublicWarrantsMember 2020-06-30 0001698514 us-gaap:WarrantMember 2020-01-01 2020-06-30 0001698514 us-gaap:RestrictedStockMember 2020-01-01 2020-06-30 0001698514 srt:MinimumMember 2021-01-01 2021-06-30 0001698514 srt:MaximumMember 2021-01-01 2021-06-30 0001698514 NESR:MubbadrahGroupEntitiesMember 2021-04-01 2021-06-30 0001698514 NESR:MubbadrahGroupEntitiesMember 2020-04-01 2020-06-30 0001698514 NESR:MubbadrahGroupEntitiesMember 2021-01-01 2021-06-30 0001698514 NESR:MubbadrahGroupEntitiesMember 2020-01-01 2020-06-30 0001698514 NESR:MubbadrahGroupEntitiesMember 2021-06-30 0001698514 NESR:MubbadrahGroupEntitiesMember 2020-12-31 0001698514 NESR:HeavyEquipmentManufacturingAndTradingLLCMember 2021-06-30 0001698514 NESR:HeavyEquipmentManufacturingAndTradingLLCMember 2020-12-31 0001698514 NESR:PrimeBusinessSolutionsLLCMember NESR:BusinessSolutionsLLCMember 2021-06-30 0001698514 NESR:PrimeBusinessSolutionsLLCMember NESR:BusinessSolutionsLLCMember 2021-04-01 2021-06-30 0001698514 NESR:PrimeBusinessSolutionsLLCMember NESR:BusinessSolutionsLLCMember 2020-04-01 2020-06-30 0001698514 NESR:PrimeBusinessSolutionsLLCMember NESR:BusinessSolutionsLLCMember 2021-01-01 2021-06-30 0001698514 NESR:PrimeBusinessSolutionsLLCMember NESR:BusinessSolutionsLLCMember 2020-01-01 2020-06-30 0001698514 NESR:PrimeBusinessSolutionsLLCMember 2021-06-30 0001698514 NESR:PrimeBusinessSolutionsLLCMember 2020-12-31 0001698514 NESR:NineEnergyServiceIncMember NESR:CoiledTubingEquipmentMember 2021-04-01 2021-06-30 0001698514 NESR:NineEnergyServiceIncMember NESR:CoiledTubingEquipmentMember 2020-04-01 2020-06-30 0001698514 NESR:NineEnergyServiceIncMember NESR:CoiledTubingEquipmentMember 2021-01-01 2021-06-30 0001698514 NESR:NineEnergyServiceIncMember NESR:CoiledTubingEquipmentMember 2020-01-01 2020-06-30 0001698514 NESR:NineEnergyServiceIncMember NESR:CoiledTubingEquipmentProductsAndServicesMember 2021-06-30 0001698514 NESR:NineEnergyServiceIncMember NESR:CoiledTubingEquipmentProductsAndServicesMember 2020-12-31 0001698514 NESR:BasinHoldingsUSLLCMember 2021-04-01 2021-06-30 0001698514 NESR:BasinHoldingsUSLLCMember 2020-04-01 2020-06-30 0001698514 NESR:BasinHoldingsUSLLCMember 2021-01-01 2021-06-30 0001698514 NESR:BasinHoldingsUSLLCMember 2020-01-01 2020-06-30 0001698514 NESR:BasinHoldingsUSLLCMember 2021-06-30 0001698514 NESR:BasinHoldingsUSLLCMember 2020-12-31 0001698514 NESR:ProductionServicesMember 2021-06-30 0001698514 NESR:ProductionServicesMember 2020-12-31 0001698514 NESR:DrillingAndEvaluationServicesMember 2021-06-30 0001698514 NESR:DrillingAndEvaluationServicesMember 2020-12-31 0001698514 NESR:TotalReportableSegmentsMember 2021-06-30 0001698514 NESR:TotalReportableSegmentsMember 2020-12-31 0001698514 NESR:UnallocatedAssetsMember 2021-06-30 0001698514 NESR:UnallocatedAssetsMember 2020-12-31 0001698514 NESR:TotalReportableSegmentsMember 2021-04-01 2021-06-30 0001698514 NESR:TotalReportableSegmentsMember 2020-04-01 2020-06-30 0001698514 NESR:TotalReportableSegmentsMember 2021-01-01 2021-06-30 0001698514 NESR:TotalReportableSegmentsMember 2020-01-01 2020-06-30 0001698514 NESR:UnallocatedExpensesMember 2021-04-01 2021-06-30 0001698514 NESR:UnallocatedExpensesMember 2020-04-01 2020-06-30 0001698514 NESR:UnallocatedExpensesMember 2021-01-01 2021-06-30 0001698514 NESR:UnallocatedExpensesMember 2020-01-01 2020-06-30 0001698514 NESR:MENAMember 2021-04-01 2021-06-30 0001698514 NESR:MENAMember 2020-04-01 2020-06-30 0001698514 NESR:MENAMember 2021-01-01 2021-06-30 0001698514 NESR:MENAMember 2020-01-01 2020-06-30 0001698514 NESR:RestOfWorldMember 2021-04-01 2021-06-30 0001698514 NESR:RestOfWorldMember 2020-04-01 2020-06-30 0001698514 NESR:RestOfWorldMember 2021-01-01 2021-06-30 0001698514 NESR:RestOfWorldMember 2020-01-01 2020-06-30 0001698514 NESR:DomesticBritishVirginIslandsMember 2021-06-30 0001698514 NESR:DomesticBritishVirginIslandsMember 2020-12-31 0001698514 NESR:MENAMember 2021-06-30 0001698514 NESR:MENAMember 2020-12-31 0001698514 NESR:RestOfWorldMember 2021-06-30 0001698514 NESR:RestOfWorldMember 2020-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares NESR:Segments iso4217:GBP xbrli:pure iso4217:EUR

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2021

 

Commission File Number: 001-38091

 

NATIONAL ENERGY SERVICES REUNITED CORP.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of registrant’s name into English)

 

777 Post Oak Blvd., Suite 730

Houston, Texas 77056

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes [  ] No [X]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes [  ] No [X]

 

 

 

 

 

 

INCORPORATION BY REFERENCE

 

The information contained in this report on Form 6-K shall be deemed incorporated by reference into the registration statements on Form F-3 (Registration Numbers 333-233422, 333-229801, and 333-226194) and Form S-8 (Registration Number 333-226813) of National Energy Services Reunited Corp. (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report on Form 6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

 

1
 

 

TABLE OF CONTENTS

 

FINANCIAL INFORMATION AND CURRENCY OF FINANCIAL STATEMENTS 3
PART I – FINANCIAL INFORMATION 4
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 4
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS 4
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS 5
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME 6
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY 7
UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS 8
NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 9
1. DESCRIPTION OF BUSINESS 9
2. BASIS OF PRESENTATION 9
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 10
4. BUSINESS COMBINATION 13
5. REVENUE 20
6. ACCOUNTS RECEIVABLE 20
7. SERVICE INVENTORIES 21
8. PROPERTY, PLANT, & EQUIPMENT 21
9. GOODWILL AND INTANGIBLE ASSETS 22
10. DEBT 23
11. FAIR VALUE ACCOUNTING 26
12. EMPLOYEE BENEFITS 27
13. SHARE-BASED COMPENSATION 27
14. COMMITMENTS AND CONTINGENCIES 28
15. EQUITY AND WARRANTS 29
16. EARNINGS PER SHARE 30
17. INCOME TAXES 33
18. RELATED PARTY TRANSACTIONS 33
19. REPORTABLE SEGMENTS 34
Cautionary Note Regarding Forward-Looking Statements 36
ITEM 2. OPERATING AND FINANCIAL REVIEW 37
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 48
ITEM 4. INTERNAL CONTROLS AND PROCEDURES 49
PART II - OTHER INFORMATION 50
Item 1. Legal Proceedings. 50
Item 1A. Risk Factors. 50

 

2
 

 

FINANCIAL INFORMATION AND CURRENCY OF FINANCIAL STATEMENTS

 

The unaudited condensed consolidated interim financial statements included in Part 1, Item 1, “Financial Statements (Unaudited)” of this Periodic Report have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). Unless otherwise indicated, all references in this Periodic Report to “dollars,” “$,” or “US$” are to U.S. dollars, which is the reporting currency of the unaudited condensed consolidated interim financial statements.

 

3
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

 

NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In US$ thousands, except share data)

 

    June 30, 2021    

December 31, 2020

(Revised, Note 3)

 
             
Assets                
Current assets                
Cash and cash equivalents   $ 66,074     $ 75,012  
Accounts receivable, net     116,483       116,835  
Unbilled revenue     117,909       158,457  
Service inventories     103,305       94,263  
Prepaid assets     13,238       11,480  
Retention withholdings     46,384       36,773  
Other receivables     19,327       18,454  
Other current assets     3,695       3,943  
Total current assets     486,415       515,217  
Non-current assets                
Property, plant and equipment, net     452,453       437,743  
Intangible assets, net     131,424       110,376  
Goodwill     628,752       620,921  
Other assets     7,853       2,797  
Total assets   $ 1,706,897     $ 1,687,054  
                 
Liabilities and equity                
Liabilities                 
Accounts payable     138,914       144,614  
Accrued expenses     39,977       73,783  
Current installments of long-term debt     54,077       47,500  
Short-term borrowings     59,709       42,360  
Income taxes payable     7,472       9,420  
Other taxes payable     5,095       11,289  
Other current liabilities     49,542       30,400  
Total current liabilities     354,786       359,366  
                 
Long-term debt     287,483       308,614  
Deferred tax liabilities     19,447       21,070  
Employee benefit liabilities     23,520       21,515  
Other liabilities     37,515       32,071  
Total liabilities     722,751       742,636  
                 
Commitments and contingencies (Note 14)     -       -  
                 
Equity                
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding at June 30, 2021 and December 31, 2020, respectively     -       -  
Common stock and additional paid in capital, no par value; unlimited shares authorized; 91,119,218 and 87,777,553 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively     851,548       831,146  
Retained earnings     132,509       113,216  
Accumulated other comprehensive income     97       64  
Total shareholders’ equity     984,154       944,426  
Non-controlling interests     (8 )     (8 )
Total equity     984,146       944,418  
Total liabilities and equity   $ 1,706,897     $ 1,687,054  

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

4
 

 

NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(In US$ thousands, except share data and per share amounts)

 

      June 30 2021 June 30 2020       June 30 2021 June 30 2020  
    Quarter ended     Year-to-date period ended  
Description   June 30, 2021     June 30, 2020 (Revised, Note 3)     June 30, 2021     June 30, 2020 (Revised, Note 3)  
                         
Revenues   $ 234,927     $ 203,249     $ 447,353     $ 402,548  
Cost of services     (193,931 )     (164,343 )     (368,242 )     (322,613 )
Gross profit     40,996       38,906       79,111       79,935  
Selling, general and administrative expenses     (22,379 )     (17,114 )     (40,525 )     (35,741 )
Amortization     (4,499 )     (3,934 )     (8,507 )     (7,821 )
Operating income     14,118       17,858       30,079       36,373  
Interest expense, net     (3,234 )     (4,165 )     (6,397 )     (8,675 )
Gain/(loss) on Private Warrant Liability     -       (22 )     -       558  
Other income / (expense), net     (655 )     (309 )     (372 )     (420 )
Income before income tax     10,229       13,362       23,310       27,836  
Income tax expense     (2,408 )     (2,848 )     (4,017 )     (5,375 )
Net income     7,821       10,514       19,293       22,461  
Net income / (loss) attributable to non-controlling interests     -       -       -       -  
Net income attributable to shareholders   $ 7,821     $ 10,514     $ 19,293     $ 22,461  
                                 
Weighted average shares outstanding:                                
Basic     91,124,273       88,232,694       90,788,083       87,731,986  
Diluted     94,636,374       88,232,694      

93,368,023

      87,731,986  
                                 
Net earnings per share (Note 16):                                
Basic   $ 0.09     $ 0.12     $ 0.21     $ 0.25  
Diluted   $ 0.08     $ 0.12     $ 0.21     $ 0.25  

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

5
 

 

NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME

(In US$ thousands)

 

      June 30 2021 June 30 2020       June 30 2021 June 30 2020  
    Quarter ended     Year-to-date period ended  
Description   June 30, 2021     June 30, 2020 (Revised, Note 3)     June 30, 2021     June 30, 2020 (Revised, Note 3)  
                         
Net income   $ 7,821     $ 10,514     $ 19,293     $ 22,461  
Other comprehensive income, net of tax                                
Foreign currency translation adjustments     -       6       33       35  
Total Comprehensive Income, net of tax     7,821       10,520       19,326       22,496  
Comprehensive income attributable to non-controlling interest     -       -       -       -  
Comprehensive income attributable to shareholders   $ 7,821     $ 10,520     $ 19,326     $ 22,496  

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

6
 

 

NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF SHAREHOLDERS’ EQUITY

(In US$ thousands, except share data)

 

    Ordinary     Add     Other     Retained     Shareholdes equity     Non-controlling   Total  
          Common Stock                              
          and     Accumulated           Total            
    Ordinary    

Additional

Paid in

    Other Comprehensive     Retained     Company Shareholders’    

Non-

controlling

  Total Shareholders’  
Description   Shares     Capital     Income     Earnings     Equity     Interests   Equity  
                                         
Balance at March 31, 2021     90,852,607     $ 846,160     $ 97     $ 124,688     $ 970,945     $ (8 )   $ 970,937  
Share-based compensation expense     -       3,039       -       -       3,039       -       3,039  
Shares issued to SAPESCO Selling Shareholders (Note 4)     266,611       2,349       -       -       2,349       -       2,349  
Other     -       -       -       -       -       -       -  
Net income     -       -       -       7,821       7,821       -       7,821  
Balance at June 30, 2021     91,119,218     $ 851,548     $ 97     $ 132,509     $ 984,154     $ (8 ) $ 984,146  

 

 

          Common Stock                                
          and     Accumulated           Total              
    Ordinary    

Additional

Paid in

    Other Comprehensive     Retained     Company Shareholders’    

Non-

controlling

    Total Shareholders’  
Description   Shares     Capital     Income     Earnings     Equity     Interests     Equity  
                                           
Balance at March 31, 2020 (Revised, Note 3)     87,495,221     $ 824,577     $ 58     $ 74,518     $ 899,153     $ -     $ 899,153  
Share-based compensation expense     -       2,125       -       -       2,125       -       2,125  
Conversion of Private Warrants to Public Warrants     -       372       -       -       372       -       372  
Other     -       2       6       -       8       59       67  
Net income     -       -       -       10,514       10,514       -       10,514  
Balance at June 30, 2020 (Revised, Note 3)     87,495,221     $ 827,076     $ 64     $ 85,032     $ 912,172     $ 59     $ 912,231

 

 

 

 

 

          Common Stock                              
          and     Accumulated           Total            
    Ordinary    

Additional

Paid in

    Other Comprehensive     Retained     Company Shareholders’    

Non-

controlling

  Total Shareholders’  
Description   Shares     Capital     Income     Earnings     Equity     Interests   Equity  
                                         
Balance at December 31, 2020 (Revised, Note 3)     87,777,553     $ 831,146     $ 64     $ 113,216     $ 944,426     $ (8 )   $ 944,418  
Share-based compensation expense     -       4,600       -       -       4,600       -       4,600  
Shares issued to SAPESCO Selling Shareholders (Note 4)     2,648,650       15,802       -       -       15,802       -       15,802  
Vesting of restricted share units     693,015       -       -       -       -       -       -  
Other     -       -       33       -       33       -       33  
Net income     -       -       -       19,293       19,293       -       19,293  
Balance at June 30, 2021     91,119,218     $

851,548

    $ 97     $ 132,509     $ 984,154     $ (8 )   $

 

984,146

 

 

 

          Common Stock                                
          and     Accumulated           Total              
    Ordinary    

Additional

Paid in

    Other Comprehensive     Retained     Company Shareholders’    

Non-

controlling

    Total Shareholders’  
Description   Shares     Capital     Income     Earnings     Equity     Interests     Equity  
                                           
Balance at December 31, 2019 (Revised, Note 3)     87,187,289     $ 822,942     $ 29     $ 62,571     $ 885,542     $ -     $ 885,542  
Share-based compensation expense     -       3,760       -       -       3,760       -       3,760  
Shares issued to SAPESCO Selling Shareholders (Note 4)     -       -       -       -       -       -       -  
Vesting of restricted share units     307,932       -       -       -       -       -       -  
Conversion of Private Warrants to Public Warrants     -       372       -       -       372       -       372  
Other     -       2       35       -       37       59       96  
Net income     -       -       -       22,461       22,461       -       22,461  
Balance at June 30, 2020 (Revised, Note 3)     87,495,221     $ 827,076     $ 64     $ 85,032     $ 912,172     $ 59     $ 912,231  

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

7
 

 

NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(In US$ thousands)

 

      June 30 2021 June 30 2020  
    Year-to-date period ended  
    June 30, 2021  

June 30, 2020

(Revised, Note 3)

 
           
Cash flows from operating activities:                
Net income   $ 19,293     $ 22,461  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     62,320       59,585  
Share-based compensation expense     4,600       3,760  
Loss (Gain) on disposal of assets     367     240  
Non-cash interest (income) expense     (51 )     (125 )
Deferred tax expense (benefit)     (1,623 )     (2,126 )
Allowance for (reversal of) doubtful receivables     286       (26 )
Provision for obsolete service inventories     -       614  
Loss (Gain) on Private Warrant liability     -       (558 )
Other operating activities, net     240       219  
Changes in operating assets and liabilities:                
(Increase) decrease in accounts receivable     9,308     1,887  
(Increase) decrease in Unbilled revenue     41,900       (44,517 ) 
(Increase) decrease in Retention withholdings     (9,611 )     (8,701 ) 
(Increase) decrease in inventories     (6,288 )     (7,883 )
(Increase) decrease in prepaid expenses     (1,449 )     857  
(Increase) decrease in other current assets     1,567     6,685
(Increase) decrease in other long-term assets and liabilities     (516 )     (2,140 )
Increase (decrease) in accounts payable and accrued expenses     (32,038 )     23,185  
Increase (decrease) in other current liabilities     (8,834 )      (818 )
Net cash provided by operating activities     79,471       52,599  
                 
Cash flows from investing activities:                
Capital expenditures     (32,568 )     (50,661 )
Proceeds from disposal of assets     784       1,277  
Acquisition of business, net of cash acquired     (36,923 )     3,740  
Other investing activities     (3,104 )     (570 )
Net cash used in investing activities     (71,811 )     (46,214 )
                 
Cash flows from financing activities:                
Proceeds from long-term debt     -       15,000  
Repayments of long-term debt     (15,000 )     -  
Proceeds from short-term borrowings     58,394       3,999  
Repayments of short-term borrowings     (40,938 )     (7,131 )
Payments on capital leases     (10,117 )     (11,180 )
Payments on seller-provided financing for capital expenditures     (8,830 )     (992 )
Other financing activities, net     (141 )     -  
Net cash provided by (used in) financing activities     (16,632 )     (304 )
                 
Effect of exchange rate changes on cash     34       35  
Net increase (decrease) in cash     (8,938)       6,116  
Cash and cash equivalents, beginning of period     75,012       73,201  
Cash and cash equivalents, end of period   $ 66,074     $ 79,317  
                 
Supplemental disclosure of cash flow information (also refer Note 3):                
Interest paid     4,696       3,970  
Income taxes paid     8,100       5,800  

 

The accompanying notes are an integral part of the unaudited condensed consolidated interim financial statements.

 

8
 

 

NATIONAL ENERGY SERVICES REUNITED CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

1. DESCRIPTION OF BUSINESS

 

National Energy Services Reunited Corp. (“NESR,” the “Company,” “we,” “our,” “us” or similar terms), a British Virgin Islands corporation headquartered in Houston, Texas, is one of the largest oilfield services providers in the Middle East North Africa (“MENA”) region.

 

Formed in January 2017, NESR started as a special purpose acquisition company (“SPAC”) designed to invest in the oilfield services space globally. NESR filed a registration statement for its initial public offering in May 2017. In November 2017, NESR announced the acquisition of two oilfield services companies in the MENA region: NPS Holdings Limited (“NPS”) and Gulf Energy S.A.O.C. (“GES” and, together with NPS, the “Subsidiaries,” or the “NPS/GES Business Combination”). The formation of NESR as an operating entity was completed on June 7, 2018, after the transactions were approved by the NESR shareholders. On June 1, 2020, NESR further expanded its footprint within the MENA region when its NPS subsidiary acquired Sahara Petroleum Services Company S.A.E. (“SAPESCO,” the “SAPESCO Business Combination”). On May 5, 2021, NESR again expanded its footprint within the MENA region when its NPS subsidiary acquired specific oilfield service lines of Action Energy Company W.L.L. (“Action,” the “Action Business Combination”).

 

NESR’s revenues are primarily derived by providing production services (“Production Services”) such as hydraulic fracturing, cementing, coiled tubing, filtration, completions, stimulation, pumping and nitrogen services. NESR also provides drilling and evaluation services (“Drilling and Evaluation Services”) such as drilling downhole tools, directional drilling, fishing tools, testing services, wireline, slickline, fluids and rig services. NESR has significant operations throughout the MENA region including Saudi Arabia, Oman, Qatar, Iraq, Algeria, United Arab Emirates, Egypt, Libya and Kuwait.

 

2. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting purposes. Accordingly, certain information and note disclosures normally included in full-year financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2020, has been derived from the audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP. These condensed consolidated interim financial statements should be read in conjunction with the Company’s Annual Report on Form 20-F for the year ended December 31, 2020. In the opinion of management, all adjustments considered necessary for the fair statement of these condensed consolidated interim financial statements have been made. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature.

 

9
 

 

Emerging growth company

 

The Company is an “emerging growth company,” as defined in Section 2(a) of the U.S. Securities Act of 1933 as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act.

 

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Company’s condensed consolidated interim financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

 

Use of estimates

 

The preparation of condensed consolidated interim financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated interim financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates include estimates made towards the purchase price allocations for the acquisitions of SAPESCO and Action, allowance for doubtful accounts, evaluation for impairment of property, plant and equipment, evaluation for impairment of goodwill and intangible assets, estimated useful life of property, plant, and equipment and intangible assets, provision for inventories obsolescence, recoverability of unbilled revenue, unrecognized tax benefits, recoverability of deferred tax assets, contingencies, and actuarial assumptions in employee benefit plans.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated interim financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from the estimates.

 

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Supplemental cash flow information

 

Non-cash transactions were as follows as of June 30, 2021:

 

  Purchases of property, plant, and equipment in Accounts payable and Accrued expenses at June 30, 2021 of $2.5 million and $0.3 million, respectively, are not included under “Capital expenditures” within the Condensed Consolidated Statement of Cash Flows.
  Capital lease obligations of $25.1 million classified as a short-term obligation within Other current liabilities and $21.9 million classified as a long-term obligation within Other liabilities, are not included under “Payments on capital leases” within the Condensed Consolidated Statement of Cash Flows.
  Purchases of property, plant, and equipment using seller-provided installment financing of $11.3 million in Accounts payable are not included under “Payments on seller-provided financing for capital expenditures” within the Condensed Consolidated Statement of Cash Flows.
  Obligations of $0.1 million classified in Other current liabilities at June 30, 2021, related to the future payment of 7,268 shares for the purchase of SAPESCO (Note 4), are not included under “Acquisition of business, net of cash acquired” within the Condensed Consolidated Statement of Cash Flows.
  Obligations of $17.3 million classified as Other current liabilities and $5.8 million classified as Other liabilities, related to the future payments of cash for the purchase of Action (Note 4), are not included under “Acquisition of business, net of cash acquired” within the Condensed Consolidated Statement of Cash Flows.
  During the year-to-date period ended June 30, 2021, the Company issued NESR ordinary share consideration of 2,237,000 shares, 145,039 Additional Earn-Out Shares, and 266,611 shares primarily relating to Customer Receivables Earn-Out Shares, to the SAPESCO selling shareholders (Note 4). These transactions were non-cash and do not appear in the Condensed Consolidated Statement of Cash Flows for the year-to-date period ended June 30, 2021.

 

Non-cash transactions for the year-to-date period ended June 30, 2020 were as follows:

 

  Purchases of property, plant, and equipment in Accounts payable, Accrued expenses and Short-term borrowings at June 30, 2020 of $15.2 million, $0.9 million, and $28.6 million, respectively, are not included under “Capital expenditures” within the Condensed Consolidated Statement of Cash Flows.
  Capital lease obligations of $27.0 million classified as a short-term obligation within Other current liabilities and $9.0 million classified as a long-term obligation within Other liabilities, are not included under “Payments on capital leases” within the Condensed Consolidated Statement of Cash Flows.
  Purchases of property, plant, and equipment using seller-provided installment financing of $3.5 million included in Other current liabilities and $1.5 million in Other liabilities are not included under “Payments on seller-provided financing for capital expenditures” within the Condensed Consolidated Statement of Cash Flows. Additionally, purchases of property, plant, and equipment using seller-provided installment financing of $1.5 million included in Accounts Payable are not included under “Payments on seller-provided financing for capital expenditures” within the Condensed Consolidated Statement of Cash Flows.
  Obligations of $40.6 million classified, related to the future payments of cash and shares for the purchase of SAPESCO (Note 5), are not included under “Acquisition of business, net of cash acquired” within the Condensed Consolidated Statement of Cash Flows.

 

10
 

 

Recently issued accounting standards not yet adopted

 

The SEC permits qualifying Emerging Growth Companies (“EGC”) to defer the adoption of accounting standards updates until the time when a private company would adopt such standards. The Company continues to qualify as an EGC as of June 30, 2021.

 

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases,” a new standard on accounting for leases. This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In June 2020, the FASB Issued ASU No. 2020-05, “Accounting Standards Update 2020-05—Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities.” ASU No. 2020-05 deferred the Company’s adoption of ASU 2016-02, as amended, to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the provisions of ASU 2016-02 and related interpretive amendments (ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842,” ASU 2018-10, “Codification Improvements to Topic 842, Leases,” ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” ASU 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors,” and ASU 2019-01, “Leases (Topic 842): Codification Improvements,” inclusive) and assessing the impact, if any, on its condensed consolidated interim financial statements and related disclosures.

 

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The FASB also issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope in January 2021, which adds implementation guidance to clarify which optional expedients in Topic 848 may be applied to derivative instruments that do not reference LIBOR or a reference rate that is expected to be discontinued, but that are being modified as a result of the discounting transition. The ASUs may be applied through December 31, 2022 and are applicable to our contracts and hedging relationships that reference LIBOR. We are still evaluating whether to apply any of the expedients and/or exceptions included in these ASUs.

 

All other new accounting pronouncements that have been issued but not yet effective are currently being evaluated and, at this time, are not expected to have a material impact on our financial position or results of operations.

 

Correction of Warrant Accounting for the quarter and year-to-date periods ended June 30, 2020

 

On April 12, 2021, the Staff of the SEC released Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “Statement”). In response to the Statement, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company’s Private Warrants should have been both initially and subsequently measured at fair value with changes in fair value recognized in earnings from inception until their conversion to Public Warrants. Private Warrants were converted into Public Warrants periodically between December of 2018 and May of 2020. The Private Warrants were determined to be within the scope of liability accounting due to provisions that could result in different settlement amounts depending upon the characteristics of the holder of the Private Warrant. Management concluded the misstatement is immaterial to its previously issued condensed consolidated interim financial statements; however, the Company has corrected its presentation in the accompanying Condensed Consolidated Interim Statement of Operations, Condensed Consolidated Interim Statement of Comprehensive Income, and Condensed Consolidated Interim Statements of Shareholders’ Equity, Condensed Consolidated Interim Statement of Cash Flows for the three and six months ended June 30, 2020 (in $US thousands, except per share amounts) as follows:

 

    As Previously Reported     As Revised     As Previously Reported     As Revised  
    Quarter ended June 30, 2020     Year-to-date period ended June 30, 2020  
    As Previously Reported     As Revised     As Previously Reported     As Revised  
Condensed Consolidated Interim Statements of Operations                                
Gain/(loss) on warrant liability   $ -     $ (22)     $ -     $ 558  
Income before income tax     13,384       13,362       27,278       27,836  
Net income     10,536       10,514       21,903       22,461  
Basic earnings per share     0.12       0.12       0.25       0.25  
Diluted earnings per share     0.12       0.12       0.25       0.25  
                                 
Condensed Consolidated Interim Statements of Comprehensive Income                                
Total Comprehensive Income, net of tax     10,542       10,520       21,938       22,496  
                                 
Condensed Consolidated Interim Statements Of Shareholders’ Equity                                
Retained Earnings     89,564       85,032       89,564       85,032  
Total Company Shareholders’ Equity     912,172       912,172       912,172       912,172  
Total Shareholders’ Equity     912,231       912,231       912,231       912,231  
                                 
Condensed Consolidated Interim Statements of Cash Flows                                
Net income                     21,903       22,461  
Loss (Gain) on warrant liability                     -       558  

 

11
 

 

Correction of Warrant Accounting as of and for the Years Ended December 31, 2020 and 2019 and for the period From June 7, 2018 to December 31, 2018

 

As described above, in the first quarter of 2021, the Company determined that it had incorrectly accounted for its Private Warrants (Note 15) as equity, instead of liabilities. In accordance with ASC 480, Distinguishing Liabilities from Equity, the Company’s Private Warrants should have been both initially and subsequently measured at fair value with changes in fair value recognized in earnings until their conversion to Public Warrants. Private Warrants were converted into Public Warrants periodically between December of 2018 and May of 2020. Management concluded the misstatement is immaterial to previously issued consolidated financial statements; however, the Company intends to correct its presentation prospectively in future filings. The impact of the misstatement on the Consolidated Balance Sheet, Consolidated Statement of Operations, Consolidated Statement of Comprehensive Income, Consolidated Statement of Cash Flows as of and for the years ended December 31, 2020 and 2019 and for the period from June 7, 2018 to December 31, 2018 is shown in the table below (in US$ thousands, except per share amounts):

 

    As of and for
the year ended
December 31, 2020
    As of and for
the year ended
December 31, 2019
    For the period from
June 7, 2018 to
December 31, 2018
 
    As Previously Reported     As Revised     As Previously Reported     As Revised     As Previously Reported     As Revised  
Consolidated Balance Sheets                                                
Warranty liabilities   $ -     $ -     $ -     $ 930                  
Total liabilities     742,636       742,636       635,892       636,822                  
Total equity     944,418       944,418       886,472       885,542                  
                                                 
Consolidated Statements of Operations                                                
Gain/(loss) on warrant liability     -       557       -       5,054     $ -     $ (1,816 )
Income before income tax     60,792       61,349       52,435       57,489       44,411       42,595  
Net income     50,087       50,644       39,364       44,418       34,980       33,164  
Basic earnings per share     0.56       0.57       0.45       0.51       0.41       0.39  
Diluted earnings per share     0.56       0.56       0.45       0.45       0.40       0.38  
                                                 
Consolidated Statements of Comprehensive Income                                                
Total Comprehensive Income, net of tax     50,122       50,679       39,345       44,399       35,143       33,327  
                                                 
Consolidated Statements of Shareholders’ Equity                                                
Retained Earnings     117,748       113,216       67,661       62,571       28,297       18,153  
Total Company Shareholders’ Equity     944,426       944,426       886,472       885,542       830,924       818,281  
Total Shareholders’ Equity     944,418       944,418       886,472       885,542       830,991       818,348  
                                                 
Consolidated Statements of Cash Flows                                                
Net income     50,087       50,644       39,364       44,418       34,980       33,164  
Loss (Gain) on warrant liability     -       557       -       5,054       -       (1,816 )

 

12
 

 

4. BUSINESS COMBINATIONS

 

Action Business Combination

 

On May 5, 2021, NESR executed the Sale and Purchase Agreement (“Action Sale and Purchase Agreement”) to acquire specific oilfield service lines of Action Energy Company W.L.L.

 

Description of the Action Transaction

 

Under the terms of the Action Sale & Purchase Agreement, NESR acquired the working capital, property, plant, and equipment, contract labor force, and the economic benefit of three five-year customer contracts associated with specific oilfield service lines of Action in an all-cash transaction which comprised of $36.7 million paid at closing and an estimated $16.8 million deferred consideration payment to be paid 6 months after closing.

 

The Action Sale & Purchase Agreement also contained earn-out mechanisms that enabled the sellers to receive additional consideration after the closing of the Action Business Combination as follows:

 

First Earn-Out Consideration (“First Earn-Out”) of 1% of revenue associated with the three acquired customer contracts, including the first renewal of each of these contracts (if any).  The First Earn-Out is payable quarterly;
   
Second Earn-Out Consideration (“Second Earn-Out”) of 3% of the revenue associated with the first renewal (if any) of the three acquired customer contracts. 66.66% of the Second Earn-Out is payable upon contract renewal with the remaining balance due at the conclusion of the renewed contract’s term.  At its discretion, NESR may settle the Second Earn-Out using cash or shares; and
   
Third Earn-Out Consideration (“Third Earn-Out”) of up to 1.12% of the revenue associated with the three acquired contracts, dependent on the amount of incremental earnings before interest, taxes, depreciation, and amortization contributed by the contracts minus certain adjustments such as capital expenditures.  The Third Earn-Out is payable within 90 days of the conclusion of the term of the last of the three acquired customer contracts.  At its discretion, NESR may settle the Third Earn-Out using cash or shares.

 

13
 

 

Collectively, the First Earn-Out, Second Earn-Out, and Third Earn-Out were fair valued at $6.4 million as of May 5, 2021. The First Earn-Out and Second Earn-Out were determined using a discounted cash flow approach within a scenario analysis. The Third Earn-Out was valued using a Monte Carlo simulation.

 

Financing of Action Business Combination

 

Consideration for the Action Business Combination was funded through the following sources and transactions:

 

cash and cash equivalents of $36.7 million;
   
deferred cash consideration of $16.8 million;

 

The following summarizes the consideration to purchase the working capital, property, plant, and equipment, contract labor force, and the economic benefit of three five-year customer contracts associated with specific oilfield service lines of Action:

 

    5.5.2021  
    Consideration (In US$ thousands)  
       
Cash consideration   $ 36,767  
Deferred cash consideration     16,786  
Total consideration – cash     53,553  
         
First Earn-Out     2,719  
Second Earn-Out     3,639  
Third Earn-Out     -  
Total estimated earn-out mechanisms     6,358  
         
Preliminary consideration   $ 59,911  

 

14
 

 

Accounting treatment

 

The Action Business Combination was accounted for under ASC 805, Business Combinations (“ASC 805”). Pursuant to ASC 805, NESR has been determined to be the accounting acquirer. Action constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of Action constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control of Action was accounted for using the acquisition method. NESR recorded the fair value of assets acquired and liabilities assumed from Action.

 

The allocation of the consideration to the tangible and intangible assets acquired and liabilities assumed, is based on various estimates. As of June 30, 2021, management was (1) finalizing fair value of purchase consideration, (2) completing physical verifications and obsolescence assessments for Service inventories, and Property, plant and equipment, (3) evaluating the fair value of Service inventories, Property, plant and equipment, and Intangible assets, (4) completing valuation procedures for certain current assets and liabilities, (5) finalizing our completeness procedures for liabilities, (6) accounting for income taxes, and (7) concluding valuation procedures for Employee benefit liabilities. As such, to the extent of these estimates, the purchase price allocation is preliminary. Management expects that these values will be finalized by the fourth quarter of 2021. Any adjustments will be recognized in the reporting period in which the adjustment amounts are determined.

 

The following table summarizes the preliminary allocation of the purchase price allocation (in US$ thousands):

 

Preliminary allocation of consideration

 

      5.5.2021  
Cash and cash equivalents   $ 382  
Accounts receivable     8,814  
Unbilled revenue     1,352  
Service inventories     2,952  
Prepaid assets     310  
Other current assets     1,756  
Property, plant and equipment     13,605  
Intangible assets     29,500  
Other assets     2,053  
Total identifiable assets acquired     60,724  
         
Accounts payable     5,294  
Accrued expenses     2,428  
Other current liabilities     200  
Deferred tax liabilities     -  
Employee benefit liabilities     722  
Net identifiable liabilities acquired     8,644  
Total fair value of net assets acquired     52,080  
Goodwill     7,831  
Preliminary consideration   $ 59,911  

 

15
 

 

All employee benefit liabilities relate to end of service benefits (Note 12).

 

Intangible assets

 

Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805.

 

The preliminary allocation to intangible assets is as follows (in US$ thousands):

 

    Fair Value      
    Total     Useful Life
      (In US$ thousands)      
Customer relationships   $ 29,500     10 years
Total intangible assets   $ 29,500      

 

Goodwill

 

As of June 30, 2021, $7.8 million has been allocated to goodwill. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable definite-lived intangible assets acquired. Goodwill is not amortizable and/or deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market positions and the assembled workforces.

 

In accordance with FASB ASC Topic 350, Goodwill and Other Intangible Assets, goodwill will not be amortized, but instead will be tested for impairment at least annually or more frequently if certain indicators are present. In the event management determines that the value of goodwill has become impaired, an accounting charge for the amount of impairment during the period in which the determination is made may be recognized.

 

16
 

 

Unaudited pro-forma information

 

The following table summarizes the preliminary supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the Action Business Combination had been consummated on January 1, 2020 for the quarter and year-to-date periods ended June 30, 2021 and 2020, respectively (in US$ thousands):

 

   

June 30,

2021

   

June 30,

2020

   

June 30,

2021

   

June 30,

2020

 
    Quarter ended     Year-to-date period ended  
   

June 30,

2021

   

June 30,

2020

   

June 30,

2021

   

June 30,

2020

 
                 
Revenues   $         237,018     $     208,615     $      455,718     $      413,280  
Net income/(loss)     7,951       10,770       19,811       22,371  

 

These pro-forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not necessarily indicative of results of operations in future periods. The pro-forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred in connection with the Action Business Combination are included in the earliest period presented.

 

Action revenue of $4.4 million and net income of $0.4 million are included in the Condensed Consolidated Statement of Operations during the quarter and year-to-date periods ended June 30, 2021.

 

SAPESCO Business Combination

 

In June of 2020, NESR executed the First Deed of Amendment (“First Deed of Amendment”) to the Agreement dated February 13, 2020 related to the sale and purchase of 99.7% of SAPESCO (collectively with the First Deed of Amendment, the “SAPESCO Sale & Purchase Agreement”). The executed First Deed of Amendment gave NESR control over SAPESCO effective from June 1, 2020. Accordingly, the accounting of the acquisition was carried out effective June 1, 2020.

 

Description of the SAPESCO Transaction

 

Under the terms of the SAPESCO Sale & Purchase Agreement, NESR acquired 99.7% of the issued and outstanding shares of SAPESCO in a cash and stock transaction which comprised of $11.0 million to be paid at closing, an additional $6.0 million to be paid in three equal installments, for total cash consideration of $17.0 million, and the issuance of 2,237,000 NESR shares. Formal closing and legal transfer of the $11.0 million of cash and $6.0 million of deferred cash consideration occurred during 2020. The transfer of 2,237,000 NESR ordinary shares was completed in the quarter ended March 31, 2021. The formal closing and transfer of consideration was temporarily delayed as a result of the global COVID-19 pandemic.

 

The SAPESCO Sale & Purchase Agreement also contained earn-out mechanisms that enabled the sellers to receive additional consideration after the closing of the SAPESCO Business Combination as follows:

 

Cash Earn-Out (“Cash Earn-Out”) of up to $6.9 million in cash based on collection of certain receivables;
   
Additional Earn-Out Shares (“Additional Earn-Out Shares”) based on the collection of certain receivables and only to the extent that NESR’s average share price during the fourth quarter of 2020 was less than $9 per share; and
   
Customer Receivables Earn-Out Shares (“Customer Receivables Earn-Out Shares”) based on the collection of certain long-dated and/or doubtful receivables for two years subsequent to the Closing Date, to be settled at the NESR Additional Share Price (“NESR Additional Share Price”) which is derived from taking the average of the price of the Company’s shares (“NESR Shares”) during each calendar quarter within the 12 months after the Closing Date and applying the average price in each quarter to the long-dated and doubtful receivables collected during the relevant quarter, provided that if such price is: (a) less than $10, the NESR Additional Share Price shall be $10 or (b) greater than $11.70, the NESR Additional Share Price shall be $11.70.

 

Collectively, the Cash Earn-Out and Additional Earn-Out Shares were fair valued at $11.7 million as of June 1, 2020. The Cash Earn-Out was determined using a discounted cash flow approach within a scenario analysis. The Additional Earn-Out Shares were valued using a Monte Carlo simulation. In the fourth quarter of 2020, the Company reduced the liabilities recorded for the Cash Earn-Out and Additional Earn-Out Shares to $2.1 million based on expected settlement values at the reporting date that were subsequently finalized with the sellers in the quarter ended March 31, 2021. This adjustment was reflected in Other income/(expense), net, as ASC 805 precludes adjusting goodwill for subsequent revisions to contingent consideration. The downward revision to the liabilities recorded for the Cash Earn-Out and Additional Earn-Out Shares was primarily on account of settlement negotiations with the sellers during the fourth quarter of 2020 that altered the mix of cash and equity consideration to be paid upon final settlement of these earn-outs. The Cash Earn-Out and Additional Earn-Out Shares were formally settled in the quarter ended March 31, 2021 through the transfer of $0.5 million of cash and 145,039 ordinary shares valued at $1.6 million, respectively.

 

The Customer Receivables Earn-Out Shares contingency and corresponding long-dated and doubtful receivables, were fair valued at $0.0 (zero) at June 1, 2020. Subsequently, as the Company has collected some of these amounts and disbursed 266,611 shares to the SAPESCO selling shareholders. The Company has recorded $0.1 million of Other Current Liabilities as of June 30, 2021 relating primarily to the expected issuance of 7,268 Customer Receivables Earn-Out Shares later in 2021.

 

17
 

 

Financing of SAPESCO Business Combination

 

Consideration for the SAPESCO Business Combination was funded through the following sources and transactions:

 

cash and cash equivalents of $11.0 million;
   
deferred cash consideration of $6.0 million;
   
the issuance of 2,237,000 NESR ordinary shares to the SAPESCO selling shareholders in exchange for their SAPESCO shares.

 

The following summarizes the consideration to purchase 99.7% of the issued and outstanding equity interests of SAPESCO:

 

    SAPESCO  
    Value (In US$ thousands)     Shares  
             
Cash consideration   $ 16,958          
Total consideration – cash     16,958          
                 
NESR ordinary share consideration     12,013       2,237,000  
Total consideration – equity (1)     12,013       2,237,000  
                 
Cash Earn-Out     5,301          
Additional Earn-Out Shares     6,377         (2)
Total estimated earn-out mechanisms     11,678         (2)
                 
Total consideration   $ 40,649       2,237,000  

 

(1) The fair value of NESR ordinary shares was determined based upon the $5.37 per share closing price of NESR ordinary shares on June 1, 2020, the acquisition date of the SAPESCO Business Combination. Control was transferred by agreement with the selling shareholders of SAPESCO.
(2) The quantity of Additional Earn-Out Shares was negotiated in the quarter ended December 31, 2020 and finalized in the quarter ended March 31, 2021 when settled with the sellers for 145,039 shares.

 

Accounting treatment

 

The SAPESCO Business Combination was accounted for under ASC 805, Business Combinations (“ASC 805”). Pursuant to ASC 805, NESR has been determined to be the accounting acquirer. SAPESCO constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of SAPESCO constitutes the acquisition of a business for purposes of ASC 805, and due to the change in control of SAPESCO was accounted for using the acquisition method. NESR recorded the fair value of assets acquired and liabilities assumed from SAPESCO.

 

18
 

 

The following table summarizes the final allocation of the purchase price allocation (in US$ thousands):

 

Allocation of consideration

 

         
Cash and cash equivalents   $ 3,740  
Accounts receivable     14,847  
Unbilled revenue     6,126  
Service inventories     5,641  
Prepaid assets     679  
Retention withholdings     279  
Other current assets     552  
Property, plant and equipment     14,385  
Intangible assets     3,340  
Other assets     200  
Total identifiable assets acquired     49,789  
         
Accounts payable     11,984  
Accrued expenses     6,613  
Current installments of long-term debt     5,400  
Short-term borrowings     5,692  
Income taxes payable     313  
Other taxes payable     3,802  
Other current liabilities     2,237  
Long-term debt     15,572  
Employee benefit liabilities     1,455  
Other liabilities     2,237  
Non-controlling interests     (8 )
Net identifiable liabilities acquired     55,297  
Total fair value of net assets acquired     (5,508 )
Goodwill     46,157  
Total consideration   $ 40,649  

 

All employee benefit liabilities relate to end of service benefits (Note 12).

 

The Company finalized its valuation of identifiable assets and liabilities during the quarter ended December 31, 2020.

 

Intangible assets

 

Intangible assets were identified that met either the separability criterion or the contractual-legal criterion described in ASC 805.

 

The final allocation to intangible assets is as follows (in US$ thousands):

 

    Fair Value      
    Total     Useful Life
      (In US$ thousands)      
Customer relationships   $ 2,900     8 years
Trademarks and trade names     440     2 years
Total intangible assets   $ 3,340      

 

Goodwill

 

As of June 30, 2021, $46.2 million has been allocated to goodwill. Goodwill represents the excess of the gross consideration transferred over the fair value of the underlying net tangible and identifiable definite-lived intangible assets acquired. Goodwill is not amortizable and/or deductible for tax purposes. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of the strong market positions and the assembled workforces.

 

In accordance with FASB ASC Topic 350, Goodwill and Other Intangible Assets, goodwill will not be amortized, but instead will be tested for impairment at least annually or more frequently if certain indicators are present. In the event management determines that the value of goodwill has become impaired, an accounting charge for the amount of impairment during the period in which the determination is made may be recognized.

 

19
 

 

Unaudited pro-forma information

 

The following table summarizes the supplemental consolidated results of the Company on an unaudited pro-forma basis, as if the SAPESCO Business Combination had been consummated on January 1, 2019 for the quarter and year-to-date periods ended June 30, 2020 (in US$ thousands):

 

    Quarter ended    

Year-to-date

period ended

 
    June 30, 2020     June 30, 2020  
             
Revenues   $ 209,563     $ 421,287  
Net income/(loss)     7,034       19,184  

 

These pro-forma results were based on estimates and assumptions, which the Company believes are reasonable. They are not the results that would have been realized had the Company been a consolidated company during the periods presented and are not necessarily indicative of results of operations in future periods. SAPESCO’s results for the periods presented include significant charges for restructuring and related activities that may not have been incurred had the Company been a consolidated company during the periods presented. The pro-forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred in connection with the SAPESCO Business Combination are included in the earliest period presented.

 

SAPESCO revenue of $16.5 million and $31.3 million and net income of $2.7 million and $7.6 million are included in the Condensed Consolidated Statement of Operations during the quarter and year-to-date periods ended June 30, 2021, respectively.

 

5. REVENUE

 

Disaggregation of revenue

 

There is significant homogeneity amongst the Company’s revenue-generating activities. In all service lines, the Company provides a “suite of services” to fulfill a customer purchase/service order, encompassing personnel, use of Company equipment, and supplies required to perform the services. 98% of the Company’s revenue is from the MENA region with the majority sourced from governmental customers, predominantly in Oman and Saudi Arabia. Information regularly reviewed by the chief operating decision maker (“CODM”) for evaluating the financial performance of operating segments is focused on the timing of when the services are performed during a well’s lifecycle. Production Services are services performed during the production stage of a well’s lifecycle. Drilling and Evaluation Services are services performed during the pre-production stages of a well’s lifecycle.

 

Based on these considerations, the following table provides disaggregated revenue data by the phase in a well’s lifecycle during which revenue has been recorded (in US$ thousands):

 

    Quarter ended     Year-to-date period ended  
Revenue by Phase in Well’s Lifecycle:   June 30, 2021     June 30, 2020     June 30, 2021     June 30, 2020  
Production Services   $ 152,670     $ 139,034     $ 289,437     $ 272,224  
Drilling and Evaluation Services     82,257       64,215       157,916       130,324  
Total revenue by phase in well’s life cycle   $ 234,927     $ 203,249     $ 447,353     $ 402,548  

 

6. ACCOUNTS RECEIVABLE

 

The following table summarizes the accounts receivable of the Company as of the period end dates set forth below (in US$ thousands):

 

    June 30,     December 31,  
    2021     2020  
Trade receivables   $ 118,138     $ 118,557  
Less: allowance for doubtful accounts     (1,655 )     (1,722 )
Total   $ 116,483     $ 116,835  

 

20
 

 

Trade receivables relate to the sale of services, for which credit is extended based on the Company’s evaluation of the customer’s creditworthiness. The gross contractual amounts of trade receivables at June 30, 2021 and December 31, 2020 were $118.1 million and $118.6 million, respectively. The movement in the allowance for doubtful accounts is as follows (in US$ thousands):

 

    June 30, 2020   June 30, 2019   June 30, 2020   June 30, 2019  
    Quarter ended   Year-to-date period ended  
    June 30, 2021   June 30, 2020   June 30, 2021   June 30, 2020  
                   
Allowance for doubtful accounts at beginning of period   $ (1,541 ) $ (2,442 ) $ (1,722 ) $ (1,843 )
(Increase) decrease to allowance for the period     (207 )   (25 )   (286 )   26  
(Recovery) write-off of doubtful accounts     93     161     353     161  
Non-cash reclass of allowance for doubtful accounts from unbilled revenue to accounts receivable     (- )   (59 )   (- )   (708 )
Allowance for doubtful accounts at end of period   $ (1,655 )  $ (2,365 ) $ (1,655 ) $ (2,365 )

 

7. SERVICE INVENTORIES

 

The following table summarizes the service inventories for the period end dates as set forth below (in US$ thousands):

 

    June 30,     December 31,  
    2021     2020  
             
Spare parts   $ 59,786     $ 54,709  
Chemicals     27,237       24,422  
Consumables     16,282       15,132  
Total   $ 103,305     $ 94,263  

 

8. PROPERTY, PLANT & EQUIPMENT

 

Property, plant and equipment, net of accumulated depreciation, of the Company consists of the following as of the period end dates set forth below (in US$ thousands):

 

  Estimated Useful Lives (in years)  

June 30,

2021

   

December 31,

2020

 
Buildings and leasehold improvements   5 to 25   $ 34,801     $ 31,827  
Drilling rigs, plant and equipment   3 to 15     579,963       534,964  
Furniture and fixtures   5     2,509       2,282  
Office equipment and tools   3 to 10     37,516       39,174  
Vehicles and cranes   5 to 8     7,280       7,429  
Less: Accumulated depreciation         (230,869 )     (193,261 )
Land         5,104       5,104  
Capital work in progress         16,149       10,224  
Total       $ 452,453     $ 437,743  

 

21
 

 

The Company recorded depreciation expense of $27.6 million, $26.4 million, $53.8 million and $51.8 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations.

 

9. GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

Changes in the carrying amount of goodwill of the Company between December 31, 2020, and June 30, 2021 are as follows (in US$ thousands):

 

    Production Services     Drilling and Evaluation Services     Goodwill  
Balance as of December 31, 2020   $ 443,457       177,464       620,921  
Action Business Combination     4,578       3,253       7,831  
Balance as of June 30, 2021   $ 448,035       180,717       628,752  

 

Intangible assets subject to amortization, net

 

The following is the weighted average amortization period for intangible assets of the Company subject to amortization (in years):

 

    Amortization  
Customer contracts & relationships     10.0  
Trademarks and trade names     7.9  
Total intangible assets     9.7  

 

The details of our intangible assets subject to amortization are set forth below (in US$ thousands):

 

    June 30, 2021     December 31, 2020  
   

Gross

carrying

amount

   

Accumulated

amortization

   

Net

carrying

amount

   

Gross

carrying

amount

   

Accumulated

amortization

   

Net

carrying

amount

 
                                     
Customer contracts & relationships   $ 153,900     $ (38,498 )   $ 115,402     $ 124,400     $ (31,685 )   $ 92,715  
Trademarks and trade names     25,940       (9,918 )     16,022       25,940       (8,279 )     17,661  
Total intangible assets   $ 179,840     $ (48,416 )   $ 131,424     $ 150,340     $ (39,964 )   $ 110,376  

 

The aggregate amortization expense remaining for each of the five years subsequent to December 31, 2020 is $9.4 million for 2021, $18.7 million for 2022, $18.7 million for 2023, $18.7 million for 2024, and $18.7 million for 2025.

 

22
 

 

10. DEBT

 

Long-term debt

 

The Company’s long-term debt obligations consist of the following (in US$ thousands):

 

SCHEDULE OF LONG TERM DEBT OBLIGATIONS

   

June 30,

2021

   

December 31,

2020

 
             
Secured Term Loan   $ 270,000     $ 285,000  
Secured Revolving Credit Facility     65,000       65,000  
CIB Long-Term Debt     10,000       10,000  
Less: unamortized debt issuance costs     (3,440 )     (3,886 )
Total loans and borrowings     341,560       356,114  
Less: current installments of long-term debt     (54,077 )      (47,500 ) 
Long-term debt, net of unamortized debt issuance costs and excluding current installments   $ 287,483     $ 308,614  

  

  

23
 

 

Secured Facilities Agreement

 

On May 5, 2019, the Company entered into a $450.0 million term loan, revolving credit, and working capital facilities agreement (the “Secured Facilities Agreement”) with Arab Petroleum Investments Corporation (“APICORP”) – Bahrain Banking Branch, HSBC Bank Middle East Limited (“HSBC”), Mashreqbank PSC and Saudi British Bank acting as initial mandated lead arrangers and bookrunners, Mashreqbank PSC acting as global agent, APICORP and Mashreqbank PSC acting as security agents, NPS Bahrain for Oil and Gas Wells Services WLL (“NPS Bahrain”) and its Kuwait branch, Gulf Energy SAOC and National Petroleum Technology Company as borrowers, and HSBC, Mashreqbank PSC, APICORP and Saudi British Bank, as the “Lenders.” On May 23, 2019 and June 20, 2019, the Company entered into $35.0 million and $40.0 million Incremental Facilities Agreements, respectively, increasing the size of the Secured Facilities Agreement to $485.0 million and $525.0 million, respectively. During the year ended December 31, 2020, the Secured Facilities Agreement was reduced to $501.3 million primarily as a result of the non-renewal of a project-specific letter of credit and the payment of the first two installments of the long-term loan. During the year-to-date period ended June 30, 2021, the Secured Facilities Agreement was increased to $504 million primarily as a result of $17.7 million additional working capital capacity offset by $15.0 million in installment payments on the term loan.

 

The $504 million Secured Facilities Agreement consists of a $270 million term loan due by May 6, 2025 (the “Term Loan” or “Secured Term Loan”), a $65.0 million revolving credit facility due by May 6, 2023 (“RCF” or “Secured Revolving Credit Facility”), and a $169.0 million working capital facility that renews annually by mutual agreement of the Lenders and the Company. Borrowings under the Term Loan and RCF incur interest at the rate of three-month LIBOR plus 2.4% to 2.7% per annum, varying based on the Company’s Net Debt / EBITDA ratio as defined in the Secured Facilities Agreement. As of June 30, 2021, and December 31, 2020, this resulted in an interest rate of 2.6% and 2.6%, respectively. As of June 30, 2021, and December 31, 2020, the Company had drawn $270 million and $285.0 million, respectively, of the Term Loan and $65 million and $65 million, respectively, of the RCF.

 

The RCF was obtained for general corporate and working capital purposes including capital expenditure related requirements and acquisitions (including transaction related expenses). The RCF requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of 0.60% per annum based on the average daily amount by which the borrowing base exceeds the outstanding borrowings during each quarter. Under the terms of the RCF, the final settlement is due by May 6, 2023. The Company is required to repay the amount of any principal balance outstanding together with any unpaid accumulated interest at three-month LIBOR plus 2.4% to 2.7% per annum, varying based on the Company’s Net Debt / EBITDA ratio as defined in the Secured Facilities Agreement. The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to May 6, 2023. Any unutilized balances from the RCF can be drawn down again during the 4-year tenure at the same terms. As of June 30, 2021, and December 31, 2020, the Company had $0.0 (zero) million and $0.0 (zero) million, respectively, available to be drawn under the RCF.

 

The Secured Facilities Agreement also includes a working capital facility of $169.0 million and $151.3 million as of June 30, 2021 and December 31, 2020, respectively, for issuance of letters of guarantee and letters of credit and refinancing letters of credit into short-term debt over a period of one year, which carries an interest rate equal to three-month U.S. Dollar LIBOR for the applicable interest period, plus a margin of 1.00% to 1.25% per annum. As of June 30, 2021, and December 31, 2020, the Company had utilized $140.6 million and $129.4 million, respectively, under this working capital facility and the balance of $28.4 million and $21.9 million, respectively, was available to the Company.

 

The Company has also retained legacy bilateral working capital facilities from HSBC totaling $24.7 million and $24.7 million at June 30, 2021 and December 31, 2020, respectively, in Qatar ($10.3 million at June 30, 2021, $10.3 million at December 31, 2020), in the UAE ($14.3 million at June 30, 2021, and $14.3 million at December 31, 2020) and in Kuwait ($0.1 million at June 30, 2021 and $0.1 million at December 31, 2020). As of June 30, 2021, and December 31, 2020, the Company had utilized $18.2 million and $18.5 million, respectively, under this working capital facility and the balance of $6.5 million and $6.2 million, respectively, was available to the Company.

 

24
 

 

Utilization of the working capital facilities under both the legacy arrangement and Secured Facilities Agreement comprises letters of credit issued to vendors, guarantees issued to customers, vendors, and others, and short-term borrowings used to settle letters of credit. Once a letter of credit is presented for payment by the vendor, the Company at its election can settle the letter of credit from available cash or leverage short-term borrowings available under both the legacy arrangement and Secured Facilities Agreement that will be repaid quarterly over a one-year period. Until a letter of credit is presented for payment by the vendor, it is disclosed as an off-balance sheet obligation. For additional discussion of outstanding letters of credit and guarantees, see Note 14, Commitments and Contingencies.

 

The Secured Facilities Agreement includes covenants that specify maximum leverage (Net Debt / EBITDA) up to 3.50, minimum debt service coverage ratio (Cash Flow / Debt Service) of at least 1.25, and interest coverage (EBITDA / Interest) of at least 4.00. The Company is in compliance with all financial covenants as of June 30, 2021.

 

CIB Long-Term Debt

 

As part of the SAPESCO transaction, the Company assumed a $21.0 million debt obligation with Commercial International Bank (“CIB,” and collectively, “CIB Long-Term Debt”). Under the terms of its arrangement with CIB, the Company repaid $11.0 million of this balance during the third quarter of 2020 with the remaining $10.0 million due on August 15, 2021. Borrowings under the CIB Long-Term Debt incur interest at 2% per annum over 6 months LIBOR (to be settled on monthly basis) plus 50 basis points per annum. As of June 30, 2021 and December 31, 2020, this resulted in an interest rate of 2.3% and 2.3%, respectively. The Company’s CIB Long-Term Debt is secured by a letter of guarantee from Mashreqbank PSC.

 

Short-term debt

 

The Company’s short-term debt obligations consist of the following (in US$ thousands):

 

   

June 30,

2021

   

December 31,

2020

 
             
CIB Short-Term Debt   $ 1,387     $ 2,125  
ABK Short-Term Debt     212       2,252  
HSBC Loan Line     9,900       -  
Other short-term borrowings from working capital facilities     48,210       37,983  
Short-term debt, excluding current installments of long-term debt   $ 59,709     $ 42,360  

 

Short-term borrowings primarily consist of financing for capital equipment and inventory purchases.

 

CIB Short-Term Debt

 

The Commercial International Bank Short-Term Debt facilities (collectively, “CIB Short-Term Debt”) include a $1.5 million U.S. Dollar time loan facility, a E£2 million Egyptian Pound time loan facility, and a E£10 million Egyptian pound time loan overdraft facility, and $14.5 million U.S. dollars in letters of guarantee. Each CIB Short-Term Debt borrowing matures three months from the date of borrowing with the latest maturity date for amounts outstanding as of June 30, 2021 being September 13, 2021.

 

The U.S. Dollar time loan facility accrues interest at 2.25% per annum over 3 months LIBOR plus 50 basis points per annum of the Highest Monthly Debit Balance (“HMDB”) commission. The Egyptian Pound time loan and overdraft facilities accrue interest at 0.75% per annum over the Central Bank of Egypt’s Corridor Offer Rate plus 50 basis points per annum, HMDB commission.

 

As of June 30, 2021, and December 31, 2020, the CIB Short-Term Debt resulted in an interest rate of 2.3% and 2.3%, respectively, for U.S. Dollar denominated balances, and 10.0% and 10.0%, respectively, for Egyptian Pound denominated balances. As of June 30, 2021, the Company had utilized $0.9 million of the U.S. Dollar time loan facility, E£2.0 million of the Egyptian Pound time loan facility, and E£6.2 million of the Egyptian pound time loan overdraft facility, and $8.4 million in letters of guarantee, with the balances of $0.6 million, E£0.0 (zero) million, E£3.8 million, and $6.1 million, respectively, available to the Company. As of December 31, 2020, the Company had utilized $1.3 million of the U.S. Dollar time loan facility, E£2.0 million of the Egyptian Pound time loan facility, and E£9.8 million of the Egyptian pound time loan overdraft facility, and $8.3 million in letters of guarantee, with the balances of $0.2 million, E£0.0 (zero) million, E£0.2 million, and $6.3 million, respectively, available to the Company.

 

ABK Short-Term Debt

 

The Al Ahli Bank of Kuwait working capital and overdraft facilities (collectively, “ABK Short-Term Debt”) mature nine months from the date of borrowing. The ABK Short-Term Debt facilities include a $3.0 million U.S. Dollar time loan facility and $0.2 million U.S. dollars in letters of guarantee. The ABK Short-Term Debt accrues interest at 1.65% per annum over The Central Bank of Egypt’s Corridor Offer Rate. As of June 30, 2021, and December 31, 2020, this resulted in an interest rate of 11% and 11%, respectively. As of June 30, 2021, the Company had utilized $0.2 million of the ABK Short-Term Debt facility and $0.2 million in letters of guarantee with $2.8 million and $0.0 (zero) million, respectively, available to the Company. As of December 31, 2020, the Company had utilized $2.3 million of the ABK Short-Term Debt facility and $0.2 million in letters of guarantee with $0.8 million and $0.0 (zero) million, respectively, available to the Company. There are no financial covenants associated with the ABK Short-Term Debt.

 

HSBC Loan Line

 

On May 3, 2021, the Company borrowed $9.9 million from HSBC to provide short term liquidity for the Action Business Combination. The initial loan was repayable on July 3, 2021 but was subsequently extended to September 3, 2021 at management’s exclusive discretion. Interest accrues at a rate of 1.25% per annum. The maximum tenor of the loan is 6 months from the date of issuance.

 

Other debt information

 

Scheduled principal payments of long-term debt for periods subsequent to June 30, 2021 are as follows (in US$ thousands):

 SCHEDULE PRINCIPAL PAYMENTS OF LONG TERM DEBT

      2021  
2021   $ 32,500  
2022     45,000  
2023     110,000  
2024     45,000  
2025     112,500  
Thereafter     -  
Total   $ 345,000  

 

As part of the SAPESCO transaction, the Company also assumed other working capital facilities totaling $0.6 million with one bank. The facilities are used for letters of guarantee. As of June 30, 2021, the Company has utilized $0.6 million of these facilities with $0.0 (zero) million available.

 

25
 

 

11. FAIR VALUE ACCOUNTING

 

The Company measures and records liabilities for its Private Warrants (note 15) at fair value in the accompanying financial statements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, includes:

 

  Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets;
  Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
  Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.

 

The following tables present the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis:

 

      As of June 30, 2021  
      Level 1       Level 2       Level 3       Total  
Liabilities:                                
Liability for Private Warrants (Note 15)   $ -   $ -   $ -   $ -

 

      As of December 31, 2020  
      Level 1       Level 2       Level 3       Total  
Liabilities:                                
Liability for Private Warrants (Note 15)   $ -   $ -   $ -   $ -

 

The Company’s Private Warrants are included as Level 3 measurements in the tables above. The fair value of the Company’s Private Warrant liability was calculated using the Black-Scholes model and the following assumptions:

      As of       As of  
      June 30,       December 31,  
      2021       2020  
Fair value of Company’s common stock   $ -     $ -  
Dividend yield     - %     - %
Expected volatility     - %     - %
Risk Free interest rate     - %     - %
Expected life (years)     -       -  
Fair value of financial instruments – Private Warrants   $ -     $ -  

 

The change in fair value of the Company’s Private Warrants is as follows:

 

      Quarter ended     Year-to-date period ended  
     

June 30,

     

June 30,

     

June 30,

     

June 30,

 
      2021       2020       2021       2020  
Beginning Balance   $ -     $ (350 )   $ -     $ (930 )
Change in Private Warrant liability     -       350       -       930  
Ending Balance   $ -     $ -     $ -     $ -  

 

The Company’s other financial instruments consist of cash and cash equivalents, accounts receivable, unbilled revenue, accounts payable, contingent consideration assumed in the Action transaction (Note 4), loans and borrowings and capital lease obligations. The fair value of the Company’s other financial instruments approximates the carrying amounts represented in the accompanying Condensed Consolidated Balance Sheets, primarily due to their short-term nature. The fair value of the Company’s long-term borrowings also approximates the carrying amounts as these loans are carrying interest at the market rate.

 

26
 

 

12. EMPLOYEE BENEFITS

 

Defined benefit plan

 

The Company provides a defined benefit plan of severance pay to eligible employees. The severance pay plan provides for a lump sum payment to employees on separation (retirement, resignation, death while in employment or on termination of employment) of an amount based upon the employees last drawn salary and length of service, subject to the completion of a minimum service period (1-2 years) and taking into account the provisions of local applicable law or as per employee contract. The Company records annual amounts relating to these long-term employee benefits based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in the Condensed Consolidated Statement of Operations. The Company believes that the assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market conditions. The net periodic costs are recognized as employees render the services necessary to earn these benefits.

 

The Components of net periodic benefit cost were as follows (in US$ thousands):

 

   

June 30,

2021

    June 30, 2020    

June 30,

2021

    June 30, 2020  
    Quarter ended     Year-to-date period ended  
   

June 30,

2021

    June 30, 2020    

June 30,

2021

    June 30, 2020  
                         
Service cost   $ 1,100     $ 761     $ 2,066     $ 1,900  
Interest cost     275       190       517       475  
Other     -       -       -       -  
Net cost   $ 1,375     $ 951     $ 2,583     $ 2,375  

 

The Company made employer contributions (direct payment of benefits) to its defined benefit plan of $0.9 million, $0.9 million, $1.4 million and $1.2 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively. The plan of the Company is unfunded.

 

Defined contribution plan

 

The Company also provides a defined contribution retirement plan and occupational hazard insurance for Omani employees. Contributions to a defined contribution retirement plan and occupational hazard insurance for Omani employees in accordance with the Omani Social Insurances Law are recognized as an expense in the Condensed Consolidated Interim Statement of Operations as incurred. Total contributions were of $0.9 million, $0.8 million, $1.9 million and $1.6 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively. The plan of the Company is unfunded.

 

13. SHARE-BASED COMPENSATION

 

In 2018, the NESR shareholders approved the 2018 Long Term Incentive Plan (the “LTIP”). A total of 5,000,000 ordinary shares are reserved for issuance under the LTIP. Grants to members of the Company’s Board of Directors are time-based and vest ratably over a 1-year period. Grants to the Company employees are time-based and vest ratably over a 3-year period.

 

The purpose of the LTIP is to enhance NESR’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to NESR by providing these individuals with equity ownership opportunities. The Company intends to use time-based restricted stock unit awards to reward long-term performance of the executive officers. The Company believes that providing a meaningful portion of the total compensation package in the form of share-based awards will align the incentives of its executive officers with the interests of its shareholders and serve to motivate and retain the individual executive officers.

 

The following tables set forth the LTIP activity for the periods indicated (in US$ thousands, except share and per share amounts):

 

      Quarter ended  
        June 30, 2021       June 30, 2020    
        Number of Restricted Shares       Weighted Average Value per Share       Number of Restricted Shares       Weighted Average Value per Share  
Unvested at Beginning of Period     2,392,560     $ 9.39       2,244,662     $ 7.72  
Granted     8,000     $ 11.93       -     $ -  
Vested and issued     (- )   $ -       (- )   $ -  
Forfeited     (43,335 )   $ 10.36       (- )   $ -  
Unvested at End of Period     2,357,225     $ 9.43       2,244,662     $ 7.72  

 

      Year-to-date period ended    
        June 30, 2021       June 30, 2020
        Number of Restricted Shares       Weighted Average Value per Share      

Number of Restricted

Shares

      Weighted Average Value per Share  
Unvested at Beginning of Period     2,038,662     $ 7.38       1,502,690     $ 10.25  
Granted     1,093,085     $ 11.93       1,080,905     $ 4.96  
Vested and issued     (693,015 )   $ 7.39       (307,932 )   $ 10.36  
Forfeited     (81,507 )   $ 8.86       (31,001 )   $ 10.45  
Unvested at End of Period     2,357,225     $ 9.43       2,244,662     $ 7.72  

 

At June 30, 2021 and 2020, the Company had unrecognized compensation expense of $17.5 million and $12.8 million, respectively, related to unvested LTIP to be recognized on a straight-line basis over a weighted average remaining period of 2.2 years and 1.9 years, respectively. Stock-based compensation has been recorded in the Condensed Consolidated Statement of Operations as follows (in US$ thousands):

 

    Quarter ended     Year-to-date period ended  
    June 30,
2021
    June 30, 2020     June 30,
2021
    June 30, 2020  
                         
Cost of Services   $ 1,459     $ 938     $ 2,179     $ 1,665  
Selling, general and administrative expenses     1,580       1,187       2,421       2,095  
Net cost   $ 3,039     $ 2,125     $ 4,600     $ 3,760  

 

27
 

 

14. COMMITMENTS AND CONTINGENCIES

 

Capital expenditure commitments

 

The Company was committed to incur capital expenditures of $34.5 million and $16.1 million at June 30, 2021, and December 31, 2020, respectively. Commitments outstanding as of June 30, 2021, are expected to be settled during 2021 and 2022.

 

Capital lease commitments

 

The Company leases certain hydraulic fracturing equipment under capital leases that expire between 2021 and 2023. The leases have terms ranging from 24-36 months and imputed interest rates between 4.3%-6.5% per annum. As of June 30, 2021, and December 31, 2020, the total recorded liability for these capital leases was $15.4 million and $25.5 million, respectively, with $13.4 million and $22.3 million, respectively, classified as a short-term obligation within Other current liabilities account and $2.0 million and $3.2 million, respectively, classified as long-term obligations within Other liabilities account in the Condensed Consolidated Balance Sheets. Total interest expense incurred on these capital leases was $0.1 million, $0.6 million, $0.4 million and $1.0 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. Depreciation of assets held under these capital leases is included within depreciation expense.

 

The Company also leases certain equipment in Egypt under capital leases that expire between 2021 and 2024. These capital leases were acquired in the SAPESCO Business Combination (Note 4). As of June 30, 2021, and December 31, 2020, the total recorded liability for these capital leases was $2.7 million and $3.0 million, respectively, with $0.8 million and $0.7 million, respectively, classified as a short-term obligation within Other current liabilities account and $1.9 million and $2.3 million, respectively, classified as a long-term obligations within Other liabilities account in the Condensed Consolidated Balance Sheets. Total interest expense incurred on these capital leases was $0.1 million, $0.1 million, $0.2 million and $0.2 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. Depreciation of assets held under these capital leases is included within depreciation expense.

 

The Company also leases certain basecamp equipment in Saudi Arabia under a capital lease that expires in 2023 and an imputed interest rate of 2.5% per annum. As of June 30, 2021, and December 31, 2020, the total recorded liability for this capital lease was $29.0 million and $0.0 (zero) million, respectively, with $11.0 million and $0.0 (zero) million, respectively, classified as a short-term obligation within Other current liabilities account and $18.1 million and $0.0 (zero) million, respectively, classified as a long-term obligations within Other liabilities account in the Condensed Consolidated Balance Sheets. The long-term obligation includes a bargain purchase option of $11.3 million at the end of the lease term. Total interest expense incurred on these capital leases was $0.2 million, $0.0 (zero) million, $0.2 million and $0.0 (zero) million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. Depreciation of assets held under these capital leases is included within depreciation expense.

 

Future minimum lease payments and future interest payments under non-cancellable equipment capital leases at June 30, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands):

 

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE CAPITAL LEASES

    As of June 30, 2021     As of December 31, 2020  
    Future Minimum Lease Payments     Future Interest Payments    

Total

Payments 

    Future Minimum Lease Payments     Future Interest Payments     Total Payments  
2021   $ 19,093     $ 1,113     $ 20,206     $ 22,500     $ 1,524     $ 24,024  
2022     12,150       914       13,064       3,236       453       3,689  
2023     15,379       255       15,634       1,810       174       1,984  
2024     438       21       459       438       21       459  
2025     -       -       -       -       -       -  
Thereafter     -       -       -       -       -       -  
Total   $ 47,060     $ 2,303     $ 49,363     $ 27,984     $ 2,172     $ 30,156  

 

Operating lease commitments

 

Future minimum lease commitments under non-cancellable operating leases with initial or remaining terms of one year or more at June 30, 2021 and December 31, 2020, respectively, are payable as follows (in US$ thousands):

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER NON-CANCELABLE OPERATING LEASES

   

June 30,

2021

   

December 31,

2020

 
2021   $ 7,944     $ 21,665  
2022     2,082       2,814  
2023     1,275       1,998  
2024     1,280       2,003  
2025     632       1,355  
Thereafter     3,468       3,413  
Total   $ 16,681     $ 33,248  

 

The Company recorded rental expense of $42.8 million, $34.6 million, $80.2 million and $68.9 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations.

 

Other commitments

 

The Company purchases certain property, plant, and equipment using seller-provided installment financing with payment terms extending to 24 months. The amounts due to the vendors at June 30, 2021, and December 31, 2020, were $11.3 million and $15.2 million, respectively. As of June 30, 2021, the Company recorded $11.3 million in Accounts payable for amounts due using seller-provided installment financing. As of December 31, 2020, the Company recorded $11.4 million, $0.6 million, and $3.2 million in Accounts payable, Short-term borrowings, and Other current liabilities, respectively, in the Condensed Consolidated Balance Sheet, for amounts due using seller-provided installment financing.

 

The Company had outstanding letters of credit amounting to $13.9 million and $16.9 million as of June 30, 2021, and December 31, 2020, respectively.

 

28
 

 

In the normal course of business with customers, vendors and others, the Company has entered into off-balance sheet arrangements, such as surety bonds for performance, and other bank issued guarantees which totaled $109.0 million and $101.5 million as of June 30, 2021, and December 31, 2020, respectively. The Company has also entered into cash margin guarantees totaling $3.3 million and $3.4 million at June 30, 2021, and December 31, 2020, respectively. A liability is accrued when a loss is both probable and can be reasonably estimated. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on the Company’s condensed consolidated interim financial statements.

 

As of June 30, 2021, and December 31, 2020, the Company had liabilities of $2.0 million and $4.0 million, respectively, on the Condensed Consolidated Balance Sheet included in the line item “Other liabilities,” reflecting various liabilities associated with the 2014 acquisition of NPS Bahrain by NPS Holdings Limited.

 

Legal proceedings

 

The Company is involved in certain legal proceedings which arise in the ordinary course of business and the outcomes of which are currently subject to uncertainties and therefore the probability of a loss, if any, being sustained and an estimate of the amount of any loss are difficult to ascertain. Consequently, it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of these disputes. The Company is contesting these claims/disputes and the Company’s management currently believes that it is not required to recognize a provision because they are not probable or reasonably estimable and any impacts are not expected to have a material impact on the Company’s business, financial condition, results of operations, or liquidity.

 

15. EQUITY AND WARRANTS

 

Common Stock

 

The Company is authorized to issue an unlimited number of ordinary shares, no par value, and preferred shares, no par value. The Company’s ordinary shares are entitled to one vote for each share. As of June 30, 2021 and December 31, 2020, there were 91,119,218 and 87,777,553, respectively, ordinary shares outstanding.

 

Preferred Shares

 

The Company is authorized to issue an unlimited number of preferred shares divided into five classes with designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2021, and December 31, 2020, there were no preferred shares issued or outstanding.

 

Public and Private Warrants

 

As of both June 30, 2021 and December 31, 2020, there were 35,540,380 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one-half of one ordinary share at a price of $5.75 per half share at any time commencing on July 6, 2018 (30 days after the completion of the NPS/GES Business Combination). The Public Warrants must be exercised for whole ordinary shares. The Public Warrants expire on June 6, 2023 (five years after the completion of the NPS/GES Business Combination).

 

From their initial sale in May of 2017 until May of 2020, the Company also had Private Warrants outstanding. The Company’s Private Warrants were distinguished from the Company’s Public Warrants exclusively for their unique cashless exercise and limited redemption features. The Private Warrants retained these features for as long as they were held by our Sponsor, NESR Holdings, Ltd. Periodically between December of 2018 and May of 2020, NESR Holdings, Ltd. sold its Private Warrants, at which time the Company’s Private Warrants were converted into Public Warrants. As of both June 30, 2021 and December 31, 2020, there were no Private Warrants outstanding.

 

The Company has accounted for its Public and Private Warrants in accordance with ASC 480, Distinguishing Liabilities from Equity. Public Warrants both at inception and in subsequent periods were classified as equity. Upon applying the correction of warrant accounting discussed in Note 3, Private Warrants were both initially and subsequently measured at fair value with changes in fair value recognized in earnings. The Private Warrants were determined to be within the scope of liability accounting due to provisions that could result in different settlement amounts depending upon the characteristics of the holder of the Private Warrant. As the Private Warrants were converted into Public Warrants, the corresponding liability was reclassified to Common Stock and Additional Paid-in Capital on the Company’s Condensed Consolidated Balance Sheets.

 

29
 

 

16. EARNINGS PER SHARE

 

Under ASC 260, Earnings per Share, entities that have issued securities other than common stock that participate in dividends with common stock (i.e., participating securities) are required to apply the two-class method to compute earnings per share (“EPS”). The two-class method is an earnings allocation method under which EPS is calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings as if all such earnings had been distributed during the period. The dilutive effect of each participating security is calculated using the more dilutive of the following approaches:

 

  The treasury stock method, reverse treasury stock method, if-converted method or contingently issuable share method, as applicable, provided a participating security or second class of common stock is a potential common share

 

  The two-class method, assuming a participating security or second class of common stock is not exercised or converted

 

Quarter and year-to-date periods ended June 30, 2021

 

The following tables provide a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the periods described (in US$ thousands except shares and per share amounts):

 SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING

Date   Transaction Detail     Change in Shares     Quarter ended June 30, 2021 Weighted Average Ordinary Shares Outstanding  
December 31, 2020     Beginning Balance                 87,777,553  
June 1, 2020     SAPESCO - NESR ordinary share consideration (issued January 14, 2021) (1)         2,237,000       2,237,000  
December 31, 2020     SAPESCO - Additional Earn-Out Shares (issued January 14, 2021) (2)         145,039       145,039  
February 23, 2021     Restricted Stock Vesting         87,905       61,679  
March 16, 2021     Restricted Stock Vesting         316,781       185,518  
March 18, 2021     Restricted Stock Vesting         288,329       165,670  
December 31, 2020     SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020; all but 7,268 issued on June 8, 2021) (3)       157,702       157,702  
March 31, 2021     SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (3)      

113,215

     

57,546

 
June 8, 2021     SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021)       2,962       376  
June 30, 2021     Ending Balance                 90,788,083  

 

(1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 2,237,000 shares issued in the quarter ended March 31, 2021 pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since June 1, 2020.
(2) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 145,039 shares, relating to the quarter ended March 31, 2021 issuance of Additional Earn-Out Shares pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since December 31, 2020.
(3) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 shares, relating primarily to the actual/expected 2021 issuance of Customer Receivables Earn-Out Shares pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since the conditions for issuance were satisfied.

 

Date   Transaction Detail     Change in Shares     Quarter ended June 30, 2021 Weighted Average Ordinary Shares Outstanding  
March 31, 2021     Beginning Balance                 90,852,607  
December 31, 2020     SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020; all but 7,268 issued on June 8, 2021) (1)       157,702       157,702  
March 31, 2021    

SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (1)  

      113,215       113,215  
June 8, 2021    

SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021)

      2,962       749  
June 30, 2021     Ending Balance                 91,124,273  

 

(1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 shares, relating primarily to the actual/expected 2021 issuance of Customer Receivables Earn-Out Shares pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since the conditions for issuance were satisfied.

 

30
 

 

      Quarter ended June 30, 2021     Year-to-date period ended June 30, 2021  
      Undistributed & distributed earnings to common shareholders       Common shares       EPS       Undistributed & distributed earnings to common shareholders       Common shares       EPS  
Basic EPS - common shares   $ 7,821       91,124,273     $ 0.09     $ 19,293       90,788,083     $ 0.21  
Restricted Stock Units     -       951,909               -       1,017,423          
Antidilution sequencing - subtotal     7,821       92,076,182     $ 0.08       19,293       91,805,506     $ 0.21  
Decrease/(increase) in the fair value of the warrants     -                       -                  
0 (zero) Private Warrants @ $5.75 per half share             -                       -          
35,540,380 Public Warrants @ $5.75 per half share             2,560,192                       1,562,517          
Antidilution sequencing - subtotal     7,821       94,636,374     $ 0.08       19,293       93,368,023     $ 0.21  
                                                 
Diluted EPS - common shares   $ 7,821       94,636,374     $ 0.08     $ 19,293       93,368,023     $ 0.21  

 

Warrants that could be converted into as many as 15,209,998 and 16,207,673 ordinary shares were excluded from common shares at June 30, 2021 quarter-to-date and June 30, 2021 year-to-date, respectively, as they were assumed repurchased upon exercise of the warrants. In addition to these warrants, the Company also had 1,405,316 and 1,172,848 restricted stock units excluded from common shares at June 30, 2021 quarter-to-date and June 30, 2021 year-to-date, respectively, as they were also assumed repurchased through the impact of unrecognized share-based compensation cost.

 

31
 

 

Quarter and year-to- date periods ended June 30, 2020

 

The following tables provide a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the periods described (in US$ thousands except shares and per share amounts):

  

Date   Transaction Detail   Change in Shares     Quarter ended June 30, 2020
Weighted Average
Ordinary Shares
Outstanding
 
March 31, 2020   Beginning Balance             87,495,221  
June 1, 2020   Shares to be issued in SAPESCO transaction (Note 4) (1)     2,237,000       737,473  
June 30, 2020   Ending Balance             88,232,694  

 

  (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued, as such 2,237,000 shares issued in the first quarter of 2021 pursuant to the Sale & Purchase Agreement for SAPESCO have been included in basic earnings per share.

 

Date   Transaction Detail   Change in Shares     Year-to-date period ended June 30, 2020
Weighted Average
Ordinary Shares
Outstanding
 
December 31, 2019   Beginning Balance             87,187,289  
March 18, 2020   Restricted stock vesting     307,932       175,961  
June 1, 2020   Shares to be issued in SAPESCO transaction (Note 4) (1)     2,237,000       368,736  
June 30, 2020   Ending Balance             87,731,986  

 

  (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued, as such 2,237,000 shares issued in the first quarter of 2021 pursuant to the Sale & Purchase Agreement for SAPESCO have been included in basic earnings per share.

 

   

Quarter

ended

   

Year-to-date

period ended

 

Shares for Use in Allocation

of Participating Earnings:

  June 30, 2020     June 30, 2020  
             
Weighted average ordinary shares outstanding     88,232,694       87,731,986  
Non-vested, participating restricted shares     1,163,757       1,163,757  
Shares for use in allocation of participating earnings     89,396,451       88,895,743  

 

Basic earnings per share (EPS):

 SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE

   

Quarter

ended

    Year-to-date Period Ended  
    June 30, 2020     June 30, 2020  
             
Net income   $ 10,514     $ 22,461  
Less dividends to:                
Ordinary Shares     -       -  
Non-vested participating shares     -       -  
Total Undistributed Earnings   $ 10,514     $ 22,461  
                 

 

32
 

 

    Quarter ended    

Year-to-date

period ended

 
    June 30, 2020     June 30, 2020  
             
Allocation of undistributed earnings to Ordinary Shares   $ 10,377     $ 22,167  
Allocation of undistributed earnings to Non-vested Shares     137       294  
Total Undistributed Earnings   $ 10,514     $ 22,461  

 

    Quarter ended    

Year-to-date

period ended

 
Ordinary Shares:   June 30, 2020     June 30, 2020  
                 
Distributed Earnings   $ -     $ -  
Undistributed Earnings     0.12       0.25  
Total   $ 0.12     $ 0.25  

 

Diluted earnings per share (EPS):

 

    Quarter ended June 30, 2020    

Year-to-date period ended

June 30, 2020

 
Ordinary shares   Undistributed & distributed earnings to ordinary shareholders     Ordinary shares     EPS     Undistributed & distributed earnings to ordinary shareholders     Ordinary shares     EPS  
                                     
Based EPS   $ 10,377       88,232,694     $ 0.12     $ 22,167       87,731,986     $ 0.25  
                                                 
Add-back:                                                
Undistributed earnings allocated to non-vested shareholders     137       -               294       -        
0 (zero) Private Warrants @ $5.75 per half share (anti-dilutive)(1)     -       -               -       -          
35,540,380 Public Warrants @ $5.75 per half share (anti-dilutive)(1)     -       -               -       -          
                                                 
Less:                                                
Undistributed earnings reallocated to non-vested shareholders     (137 )     -               (294 )     -          
                                                 
Diluted EPS — Ordinary shares   $ 10,377       88,232,694     $ 0.12     $ 22,167       87,731,986     $ 0.25  

 

  (1) Non-participating warrants that could be converted into as many as 17,770,190 ordinary shares are excluded from diluted EPS at June 30, 2020. These warrants are anti-dilutive at current market prices. In addition to these warrants, the Company also has 1,080,905 restricted stock units that are non-participating at June 30, 2020.

 

17. INCOME TAXES

 

NESR is a holding company incorporated in the British Virgin Islands, which imposes a zero percent statutory corporate income tax rate on income generated outside of the British Virgin Islands. The subsidiaries operate in multiple tax jurisdictions throughout the MENA and Asia Pacific regions where statutory tax rates generally vary from 10% to 42%. In the British Virgin Islands, the statutory rate is effectively 0% as tax is not applied on extra territorial activity.

 

The Company’s effective tax rate was 24%, 21%, 17% and 19% for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. The difference in rate quarter-over-quarter and year-over-year is predominantly due to the impact of discrete items and pre-tax income mix by country between periods.

 

18. RELATED PARTY TRANSACTIONS

 

Mubbadrah Investment LLC (“Mubbadrah”)

 

GES leases office space in a building it owns in Muscat, Oman to Mubbadrah along with other Mubbadrah group entities (collectively, the “Mubbadrah group entities”). GES charges rental income to the Mubbadrah group entities for the occupation of the office space, based on usage. Rental income charged by GES to the Mubbadrah group entities amounted to $0.06 million, $0.04 million, $0.1 million and $0.1 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in the Condensed Consolidated Interim Statement of Operations. The outstanding balances from the Mubbadrah group entities were payables of $0.03 million and $0.3 million at June 30, 2021, and December 31, 2020, respectively.

 

33
 

 

Heavy Equipment Manufacturing & Trading LLC (“HEMT”)

 

HEMT is a majority owned by Mubbadrah and Hilal Al Busaidy. HEMT is engaged by various subsidiaries of GES for services such as fabrication, manufacturing and maintenance of tools and equipment. HEMT has charged GES $0.01 million, $0.02 million, $0.02 million and $0.04 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, in relation to these services. As of June 30, 2021, and December 31, 2020, $0.6 million and $0.6 million remains receivable from HEMT.

 

Prime Business Solutions LLC (“PBS”)

 

PBS is 100% owned by Mubbadrah Business Solutions LLC and is involved in the development and maintenance of Enterprise Resource Planning (“ERP”) systems.

 

PBS has developed and implemented the GEARS (ERP) system for GES and is currently engaged to maintain it. Charges totaling $0.1 million, $0.2 million, $0.2 million and $0.8 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, within the Condensed Consolidated Interim Statement of Operations, for maintenance fees. As of June 30, 2021, and December 31, 2020, $0.4 million and $0.3 million remains payable to PBS.

 

Nine Energy Service, Inc. (“Nine”)

 

During the quarters ended June 30, 2021, and 2020, the purchased $0.5 million, $0.3 million, $0.8 million and $1.4 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, of products and rentals from Nine. One of the Company’s directors, Andrew Waite, also serves as a director of Nine. As of June 30, 2021, and December 31, 2020, the Company had total liabilities of $2.4 million and $3.7 million, respectively, on its Condensed Consolidated Balance Sheets related to these purchases.

 

Basin Holdings US LLC (“Basin”)

 

The Company purchased $0.01 million, $0.02 million, $0.3 million and $0.45 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively, of products and rentals from Basin. One of the Company’s directors, Antonio J. Campo Mejia, also serves as a director of Basin. As of June 30, 2021, and December 31, 2020, the Company had total liabilities of $0.0 (zero) million and $0.0 (zero) million, respectively, on its Condensed Consolidated Balance Sheets, related to these purchases.

 

19. REPORTABLE SEGMENTS

 

Operating segments are components of an enterprise where separate financial information is available and that are evaluated regularly by the Company’s CODM in deciding how to allocate resources and in assessing performance. The Company reports segment information based on the “management” approach and its CODM is its Chief Executive Officer.

 

The Company’s services are similar to one another in that they consist of oilfield services and related offerings, whose customers are oil and gas companies. The results of operations of the service offerings are regularly reviewed by the CODM for the Company for the purposes of determining resource and asset allocation and assessing performance. The Company has determined that it has two reportable segments, Production Services and Drilling and Evaluation Services. The CODM evaluates the operating results of its reportable segments primarily based on revenue and segment operating income. Segment operating income does not include general corporate expenses, such as corporate overhead (costs incurred at the Company’s global and regional headquarter locations), share-based compensation, and transaction and integration costs, as these expenses are not allocated to the Company’s reportable segments and not reported to the Company’s CODM.

 

Production Services that are offered depend on the well life cycle in which the services may fall. They include, but are not limited to, the following types of service offerings: hydraulic fracturing, coil tubing, stimulation and pumping, nitrogen services, completions, pipelines, cementing, laboratory services and filtration services.

 

34
 

 

Drilling and Evaluation Services generates its revenue from the following service offerings: drilling and workover rigs, rig services, drilling services and rentals, fishing and remedials, directional drilling, turbines drilling, drilling fluids, wireline logging services, slickline services and well testing services.

 

In January 2021, we launched a new Environmental, Social, and Corporate Governance IMPACT (“ESG IMPACT”) initiative to introduce innovative energy solutions and develop a portfolio of product lines and services aimed to mitigate climate change, enhance water management and conservation, and minimize environmental waste in the industry. The results of ESG IMPACT were not material to our Unaudited Condensed Consolidated Interim Statement of Operations for the quarter and year-to-date periods ended June 30, 2021.

 

The Company’s operations and activities are located within certain geographies, primarily the MENA region and the Asia Pacific region, which includes Malaysia, Indonesia and India.

 

Revenue from operations

             
    Quarter ended     Year-to-date period ended  
   

June 30,

2021

   

June 30,

2020

   

June 30,

2021

   

June 30,

2020

 
Reportable Segment:                                
Production Services   $ 152,670     $ 139,034     $ 289,437     $ 272,224  
Drilling and Evaluation Services     82,257       64,215       157,916       130,324  
Total revenue   $ 234,927     $ 203,249     $ 447,353     $ 402,548  

 

Long-lived assets

 

   

June 30,

2021

    December 31,
2020
 
Reportable Segment:                
Production Services   $ 302,694     $ 303,625  
Drilling and Evaluation Services     132,609       124,062  
Total Reportable Segments     435,303       427,687  
Unallocated assets     17,150       10,056  
Total long-lived assets   $ 452,453     $ 437,743  

 

Operating income

 

    Quarter ended     Year-to-date period ended  
   

June 30,

2021

    June 30,
2020
   

June 30,

2021

    June 30,
2020
 
Reportable Segment:                                
Production Services   $ 18,015     $ 20,217     $ 32,197     $ 41,545  
Drilling and Evaluation Services     8,558       8,334       18,271       16,202  
Total Reportable Segments     26,573       28,551       50,468       57,747  
Unallocated expenses     (12,455 )     (10,693 )     (20,389 )     (21,374 )
Total operating income   $ 14,118     $ 17,858     $ 30,079     $ 36,373  

 

Revenue by geographic area

    Quarter ended     Year-to-date period ended  
    June 30,     June 30,     June 30,     June 30,  
    2021     2020     2021     2020  
Geographic Area:                                
Domestic (British Virgin Islands)                                
MENA   $ 232,548     $ 200,737     $ 442,333     $ 396,798  
Rest of World     2,379       2,512       5,020       5,750  
Total revenue   $ 234,927     $ 203,249     $ 447,353     $ 402,548  

 

Long-lived assets by geographic area

 

    June 30, 2021     December 31, 2020  
Geographic area:                
Domestic (British Virgin Islands)   $ -     $ -  
MENA     444,595       429,283  
Rest of World     7,858       8,460  
Total long-lived assets   $ 452,453     $ 437,743  

 

35
 

 

Cautionary Note Regarding Forward-Looking Statements

 

This Periodic Report on Form 6-K (this “Periodic Report”) contains forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Any and all statements contained in this Periodic Report that are not statements of historical fact, including statements regarding the impact of the COVID-19 pandemic or the Company’s response to COVID-19, may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Periodic Report may include, without limitation, statements regarding the plans and objectives of management for future operations, projections of income or loss, earnings or loss per share, capital expenditures, dividends, capital structure or other financial items, the Company’s future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), expansion plans and opportunities, completion and integration of acquisitions including the acquisitions of SAPESCO and Action, and the assumptions underlying or relating to any such statement.

 

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation: changing commodity prices, market volatility and other market trends that affect our customers’ demand for our services; disruptions to economic and market conditions caused by the coronavirus (COVID-19) and other public health crises and threats; the level of capital spending by our customers; political, market, financial and regulatory risks, including those related to the geographic concentration of our customers; our operations, including maintenance, upgrades and refurbishment of our assets, may require significant capital expenditures, which may or may not be available to us; operating hazards inherent in our industry and the ability to secure sufficient indemnities and insurance; our ability to successfully integrate acquisitions; competition, including for capital and technological advances; and other risks and uncertainties set forth in the Company’s most recent Annual Report on Form 20-F filed with the SEC.

 

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. The Company disclaims any obligation to update the forward-looking statements contained in this Periodic Report to reflect any new information or future events or circumstances or otherwise, except as required by law. Readers should read this Periodic Report in conjunction with other documents which the Company may file or furnish from time to time with the SEC.

 

36
 

 

ITEM 2. OPERATING AND FINANCIAL REVIEW

 

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated interim financial statements and related notes included in this Periodic Report. In addition, such analysis should be read in conjunction with the audited consolidated financial statements, the related notes, and the other information included in the Company’s Annual Report on Form 20-F for year ended December 31, 2020. The following discussion and analysis contain forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. Please read “Cautionary Note Regarding Forward-Looking Statements.”

 

Overview

 

We are a regional provider of services to the oil and gas industry in the MENA and Asia Pacific regions. We currently operate in over 15 countries, with a strong presence in Saudi Arabia, Oman, Qatar, Iraq, Algeria, United Arab Emirates, Egypt, Libya and Kuwait. Our company was founded with a vision of creating a regional provider for oilfield services that offers a full portfolio of solutions for our customers throughout the region with a strong focus on supporting the economies in which we operate. Environmental, social and governance (“ESG”) considerations are central to our company, and we believe that employing local staff and fully integrating with regional economies is a critical part of the social component of our ESG philosophy; in addition, we have found that promoting high local content in our operations optimizes our cost structure, enhancing our ability to generate free cash flow in various commodity price environments. With its vast reserves of oil and gas, the MENA region continues to dominate in its role as a vital source of global energy supply and stability. Our services include a broad suite of offerings that are essential in the drilling and completion of new oil and natural gas wells and in the remedial work on existing wells, both onshore and offshore, including completion services and equipment and drilling and evaluation services and equipment.

 

Factors Affecting our Results of Operations

 

Global E&P Trends and Oil Prices

 

We provide oilfield services to exploration and production companies with operations in the onshore and offshore oil and gas sectors in the MENA region, particularly the Middle East, and Asia Pacific regions. Demand for our services is mainly driven by our customers’ operations and is therefore linked to global commodity prices and expectations about future prices, rig activity and other factors.

 

In December 2019, the emergence of a new strain of the COVID-19 was reported in China that subsequently spread across China, the MENA region, and the rest of the world, including the United States. As a result of the outbreak, travel restrictions, quarantines, shelter-in-place orders and similar measures taken by governments and companies have had a significant impact on global commerce and the price of oil. Since early March 2020, the global oil markets have experienced a precipitous decline in oil prices in response to concerns regarding the potential impacts of the COVID-19 outbreak on worldwide oil demand. On April 20, 2020, oil prices for May deliveries of West Texas Intermediate (WTI) crude oil turned negative as demand for oil collapsed despite OPEC countries and Russia agreeing to cut production. Prices have subsequently rallied on the strength of production cuts from most oil producing countries.

 

To date, the outbreak of COVID-19 has not significantly impacted our business operations and financial position. Occasional invoice processing delays for both accounts receivable and accounts payable have been mitigated by improved working capital management. The extent to which our future financial results are affected by COVID-19 will depend on factors and consequences beyond our control, such as the length and scope of the pandemic, the development, distribution, and administration of COVID-19 vaccines and the efficacy thereof, further actions taken by governments and the private sector in response to the pandemic, and the rate and effectiveness of responses to combat COVID-19. The risk factors identified in our Annual Report on Form 20-F for the year ended December 31, 2020 could be further aggravated by the conditions of the global economy originating from COVID-19. In addition, our operational results may also be materially adversely affected in a manner that is either not currently known or that we do not currently consider to be a significant risk.

 

Cyclical Nature of Sector

 

The oilfield services sector is a highly cyclical industry. As a result, our operating results can fluctuate from quarter to quarter and period to period. However, due to the lower average cost per barrel in the Middle East and the need for infrastructure spending to sustain or increase current production levels of these oil rich countries, we believe that we are less affected by oil price volatility as compared to oilfield services companies that operate in other regions, as discussed below.

 

Drilling Environments

 

Based on energy industry data, the bulk of oil production comes from onshore activity while offshore oil production currently provides an estimated 30% of all global oil supply. We provide services to exploration and production (“E&P”) companies with both onshore and offshore drilling operations. Offshore drilling generally provides higher margins to service providers due to greater complexity, logistical challenges and the need for innovative solutions.

 

37
 

 

Geographic Concentration; Middle Eastern Operations

 

During 2020, 98% of our revenue came from the MENA region, particularly the Middle East. The Middle East has almost half of the world’s proven oil reserves and accounts for almost a third of oil production, according to the BP Statistical Review of World Energy 2020 (69th edition). Given the low break-even price of production, it is a key region for oilfield service companies. Most oil and gas fields in the Middle East are legacy fields on land or in shallow waters. These fields are largely engaged in development drilling activity, driven by the need for redevelopment, enhanced oil recovery via stimulation and the drilling of new production wells. Further, a number of gas fields scheduled to be developed in the near future will require oilfield services. As a result, our capital expenditure and related financing needs may increase materially in the future.

 

In addition, regional drilling operations may be impacted by local political and economic trends. Due to the concentration of our operations in the MENA region, and particularly the Middle East, our financial condition and results of operations may be impacted by geopolitical, political or economic instability affecting the countries in which we operate, including reduced production and drilling activities and disruptions from the COVID-19 outbreak, extended periods of low oil prices and decreased oil demand, armed conflict, imposition of economic sanctions, changes in governments and currency devaluations, among others.

 

Many MENA countries rely on the energy sector as the major source of national revenues. Even at lower oil and gas prices, such oil and gas dependent economies have continued to maintain significant production and drilling activities. Further, given that Middle East markets have among the lowest break-even prices of production, they can continue to produce profitably at significantly lower commodity prices.

 

Key Components of Revenues and Expenses

 

Revenues

 

We earn revenue from our broad suite of oilfield services, including coiled tubing, hydraulic fracturing, cementing, stimulation and pumping, well testing services, drilling services and rental, fishing and remediation, drilling and workover rigs, nitrogen services, wireline logging services, turbines drilling, directional drilling, filtration services and slickline services, among others. Revenues are recognized when performance obligations are satisfied in accordance with contractual terms, in an amount that reflects the consideration the Company expects to be entitled to in exchange for services rendered or rentals provided. A performance obligation arises under contracts with customers to render services or provide rentals and is the unit of account under Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. The Company accounts for services rendered and rentals provided separately if they are distinct and the service or rental is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered or rentals provided on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. A contract’s standalone selling prices are determined based on the prices that the Company charges for its services rendered and rentals provided. Most of the Company’s performance obligations are satisfied over time, which is generally represented by a period of 30 days or less. The Company’s payment terms vary by the type of products or services offered. The term between invoicing and when the payment is due is typically 30-60 days per contract.

 

Cost of services

 

Cost of services primarily includes staff costs for service personnel, purchase of non-capitalized material and equipment (such as tools and rental equipment), depreciation relating to capital assets used in our operations, vehicle and equipment rental and maintenance and repair.

 

Selling, general and administrative (“SG&A”) expense

 

SG&A expense primarily includes salary and employee benefits for non-production personnel (primarily management and administrative personnel), professional service fees, office facilities and equipment, office supplies and non-capitalized office equipment, and depreciation of office furniture and fixtures.

 

Amortization

 

Amortization expense primarily includes amortization of intangible assets associated with acquired customer contracts, trademarks and tradenames.

 

Interest expense, net

 

Interest expense primarily consists of interest on outstanding debt, net of interest income.

 

38
 

 

Gain/(loss) on warrant liability

 

Gain/(loss) on Private Warrant liability consists of adjustments recorded to present the Company’s Private Warrants at fair value in the Condensed Consolidated Balance Sheets.

 

Other income (expense), net

 

Other operating income (expenses) primarily consists bank charges and foreign exchange gains and losses.

 

Key Performance Indicators

 

Historically, we have tracked two principal non-financial performance indicators that are important drivers of our results of operations: oil price and rig count. Oil price is important because the level of spending by E&P companies, our principal customers, is significantly influenced by anticipated future prices of oil, which is typically indicative of expected supply and demand. Changes in E&P spending, in turn, typically result in an increased or decreased demand for our services. Rig count, particularly in the regions in which we operate, is an indicator of the level of activity and spending by our E&P customers and has historically been an important indicator of our financial performance and activity levels. More recently, our customers in certain parts of the MENA region have increased their efforts to commercialize natural gas, particularly from unconventional formations. Over time, we anticipate that the market for natural gas will also become a key performance indicator for the Company.

 

The following table shows rig count (Source: Baker Hughes Published International Rig Counts) and oil prices as of the dates indicated:

 

    As of June 30,  
    2021     2020  
             
Rig count:                
MENA     299       385  
Rest of World – outside of North America     459       396  
Total International Rig Count     758       781  
                 
Brent Crude (per barrel)   $ 76.94     $ 41.64  

 

39
 

 

Basis of Presentation of Financial Information

 

Segments

 

We operate our business and report our results of operations through two operating and reporting segments, Production Services and Drilling and Evaluation Services, which aggregate services performed during distinct stages of a typical life cycle of an oil well.

 

Production Services. Our Production Services segment includes the results of operations from services that are generally offered and performed during the production stage of a well’s lifecycle. These services mainly include hydraulic fracturing, cementing, coiled tubing, filtration, completions, stimulation, pumping and nitrogen services. Our Production Services accounted for 65%, 68%, 65% and 68% for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively.

 

Drilling and Evaluation Services. Our Drilling and Evaluation Services segment includes the results of operations from services that are generally offered and performed during pre-production stages of a well’s lifecycle and related mainly to the operation of oil rigs. The services mainly include well testing services, drilling services and rental, fishing and remediation, drilling and workover rigs, wireline logging services, turbines drilling, directional drilling, slickline services and drilling fluids, among others. Our Drilling and Evaluation Services accounted for 35%, 32%, 35% and 32% for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively.

 

See Item 4B, “Business Overview” in our Annual Report on Form 20-F for the year ended December 31, 2020, which is hereby incorporated by reference into this Periodic Report, for a description of our reportable segments.

 

ESG IMPACT. In January 2021, we launched a new Environmental, Social, and Corporate Governance IMPACT (“ESG IMPACT”) initiative to introduce innovative energy solutions and develop a portfolio of product lines and services aimed to mitigate climate change, enhance water management and conservation, and minimize environmental waste in the industry. The results of ESG IMPACT were not material to our Unaudited Condensed Consolidated Interim Statement of Operations for the quarter or year-to-date periods ended June 30, 2021.

 

Results of Operations

 

The discussions below relating to significant line items from our Condensed Consolidated Statements of Operations are based on available information and represent our analysis of significant changes or events that impact the fluctuations in or comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends. In addition, the discussions below for revenues are on an aggregate basis for each fiscal period, as the business drivers for all services are similar.

 

2021 compared to 2020

 

The following table presents our consolidated income statement data for the periods indicated:

 

    Quarter ended     Year-to-date period ended  
Description   June 30, 2021     June 30, 2020     June 30, 2021       June 30, 2020 (Revised, Note 3)  
                           
Revenues   $ 234,927     $ 203,249     $ 447,353       $ 402,548  
Cost of services     (193,931 )     (164,343 )     (368,242 )       (322,613 )
Gross profit     40,996       38,906       79,111         79,935  
Selling, general and administrative expenses     (22,379 )     (17,114 )     (40,525 )       (35,741 )
Amortization     (4,499 )     (3,934 )     (8,507 )       (7,821 )
Operating income     14,118       17,858       30,079         36,373  
Interest expense, net     (3,234 )     (4,165 )     (6,397 )       (8,675 )
Gain/(loss) on Private Warrant Liability     -       (22 )     -         558  
Other income / (expense), net     (655 )     (309 )     (372 )       (420 )
Income before income tax     10,229       13,362       23,310         27,836  
Income tax expense     (2,408 )     (2,848 )     (4,017 )       (5,375 )
Net income     7,821       10,514       19,293         22,461  
Net income / (loss) attributable to non-controlling interests     -       -       -         -  
Net income attributable to shareholders   $ 7,821     $ 10,514     $ 19,293       $ 22,461  

 

Revenue. Revenue was $234.9 million for the quarter ended June 30, 2021, compared to $203.2 million for the quarter ended June 30, 2020, and $447.4 million for the year-to-date period ended June 30, 2021, compared to $402.5 million for the year-to-date period ended June 30, 2020.

 

40
 

 

The table below presents our revenue by segment for the periods indicated:

 

    Quarter ended     Year-to-date period ended  
   

June 30,

2021

   

June 30,

2020

   

June 30,

2021

   

June 30,

2020

 
Reportable Segment:                                
Production Services   $ 152,670     $ 139,034     $ 289,437     $ 272,224  
Drilling and Evaluation Services     82,257       64,215       157,916       130,324  
Total revenue   $ 234,927     $ 203,249     $ 447,353     $ 402,548  

 

Production Services revenue was $152.7 million for the quarter ended June 30, 2021, compared to $139.0 million for the quarter ended June 30, 2020, and $289.4 million for the year-to-date period ended June 30, 2021, compared to $272.2 million for the year-to-date period ended June 30, 2020. The increase in revenue was primarily due to higher hydraulic fracturing and coil tubing activities in Saudi Arabia.

 

Drilling and Evaluation Services revenue was $82.3 million for the quarter ended June 30, 2021, compared to $64.2 million for the quarter ended June 30, 2020, and $157.9 million for the year-to-date period ended June 30, 2021, compared to $130.3 million for the year-to-date period ended June 30, 2020. The increase in revenue was primarily due to higher logging in Saudi Arabia and increased drilling activity throughout the MENA.

 

Cost of services. Cost of services was $193.9 million for the quarter ended June 30, 2021, compared to $164.3 million for the quarter ended June 30, 2020, and $368.2 million for the year-to-date period ended June 30, 2021, compared to $322.6 million for the year-to-date period ended June 30, 2020. Cost of services as a percentage of total revenue was 83%, 81%, 82% and 80% for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively. The change in cost of services as percentage of total revenue is mainly due to a change in revenue mix between business lines with lower and higher margins. Cost of services included depreciation expense of $27.6 million, $26.4 million, $53.8 million and $51.8 million for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively. Depreciation expense has increased due to additional capital expenditures throughout the second half of 2020 and into the first half of 2021.

 

Gross profit. Gross profit as a percentage of total revenue was 17%, 19%, 18% and 20% for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively. The change in trend is described under “Revenue” and “Cost of services.”

 

SG&A expense. SG&A expense, which represents costs associated with managing and supporting our operations, was $22.4 million for the quarter ended June 30, 2021, compared to $17.1 million for the quarter ended June 30, 2020, and $40.5 million for the year-to-date period ended June 30, 2021, compared to $35.7 million for the year-to-date period ended June 30, 2020. SG&A as a percentage of total revenue was 10%, 8%, 9% and 9% for the quarter ended June 30, 2021, the quarter ended June 30, 2020, the year-to-date period ended June 30, 2021, and the year-to-date period ended June 30, 2020, respectively. The increase in SG&A as a percentage of total revenue period over period is primarily due to transaction costs related to mergers and acquisitions, corporate projects such as a system implementation, and higher share-based compensation costs.

 

Amortization expense. Amortization expense $4.5 million for the quarter ended June 30, 2021, compared to $3.9 million for the quarter ended June 30, 2020, and $8.5 million for the year-to-date period ended June 30, 2021, compared to $7.8 million for the year-to-date period ended June 30, 2020. Amortization expense is driven mainly by acquired intangible assets resulting from the acquisitions of GES and NPS in 2018 and the Action Business Combination in 2021.

 

Interest expense, net. Interest expense, net, was $3.2 million for the quarter ended June 30, 2021, compared to $4.2 million for the quarter ended June 30, 2020, and $6.4 million for the year-to-date period ended June 30, 2021, compared to $8.7 million for the year-to-date period ended June 30, 2020. The decrease in interest expense during the quarter ended June 30, 2021, as compared to quarter ended June 30, 2021, is mainly attributable to lower interest rates attributable to declines in benchmark interest rates.

 

41
 

 

Gain/(loss) on warrant liability. Gain/(loss) on warrant liability was a loss of $0 (zero) million for the quarter ended June 30, 2021, as compared a loss of ($22) thousand for the quarter ended June 30, 2020, and $0 (zero) million for the year-to-date period ended June 30, 2021, compared to $0.6 million for the year-to-date period ended June 30, 2020. Differences between periods are attributable to the change in fair value of the Company’s Private Warrants.

 

Other (expense) income, net. Other (expense) income, net, was ($0.7) million for the quarter ended June 30, 2021, compared to ($0.3) million for the quarter ended June 30, 2020, and ($0.4) million for the year-to-date period ended June 30, 2021, compared to ($0.4) million for the year-to-date period ended June 30, 2020. Differences between periods were mainly attributed to fluctuations in bank charges and foreign exchange gains and losses between periods.

 

Income tax expense (benefit). Income tax expense (benefit) was $2.4 million for the quarter ended June 30, 2021, compared to $2.8 million for the quarter ended June 30, 2020, and $4.0 million for the year-to-date period ended June 30, 2021, compared to $5.4 million for the year-to-date period ended June 30, 2020. The difference in rate quarter-over-quarter and year-over-year is predominantly due to the impact of discrete items and pre-tax income mix by country between periods.

 

Net income. Net income was $7.8 million for the quarter ended June 30, 2021, compared to $10.5 million for the quarter ended June 30, 2020, and $19.3 million for the year-to-date period ended June 30, 2021, compared to $22.5 million for the year-to-date period ended June 30, 2020.

 

Supplemental Segment Operating Income Discussion

 

    Quarter ended     Year-to-date period ended  
   

June 30,

2021

   

June 30,

2020

   

June 30,

2021

   

June 30,

2020

 
Reportable Segment:                                
Production Services   $ 18,015     $ 20,217     $ 32,197     $ 41,545  
Drilling and Evaluation Services     8,558       8,334       18,271       16,202  

 

Production Services segment operating income was $18.0 million for the quarter ended June 30, 2021, compared to $20.2 million for the quarter ended June 30, 2020, and $32.2 million for the year-to-date period ended June 30, 2021, compared to $41.5 million for the year-to-date period ended June 30, 2020. The decrease in segment operating income was largely attributable to ramp up costs incurred in anticipation of increased activity levels.

 

Drilling and Evaluation segment operating income was $8.6 million for the quarter ended June 30, 2021, compared to $8.3 million for the quarter ended June 30, 2020, and $18.3 million for the year-to-date period ended June 30, 2021, compared to $16.2 million for the year-to-date period ended June 30, 2020. The increase in segment operating income in 2021 as compared to 2020 was primarily due to higher activity levels period-over-period.

 

42
 

 

Liquidity and Capital Resources

 

Our objective in financing our business is to maintain sufficient liquidity, adequate financial resources and financial flexibility to fund the requirements of our business. We had cash and cash equivalents of $66.1 million and $75.0 million as of June 30, 2021, and December 31, 2020, respectively. Our outstanding borrowings were $401.3 and $398.5 million as of June 30, 2021, and December 31, 2020, respectively. Current available borrowing capacity totaled $38.7 million and $29.1 million as of June 30, 2021 and December 31, 2020, respectively. We believe that our cash on hand, cash flows generated from operations, and liquidity available through our credit facilities, including recently drawn facilities, will provide sufficient liquidity to manage our global cash needs. See “Capital Resources” below.

 

Cash Flows

 

Cash flows provided by (used in) each type of activity were as follows for the periods presented:

 

(in US$ thousands)

 

    Year-to-date period ended  
    June 30, 2021     June 30, 2020  
Cash Provided by (used in):                
Operating Activities   $ 79,471     $ 52,599  
Investing Activities     (71,811 )     (46,214 )
Financing Activities     (16,632 )     (304 )
Effect of exchange rate changes on cash     34       35  
                 
Net change in cash and cash equivalents   $ (8,938 )   $ 6,116  

 

Operating Activities

 

Cash flows provided by operating activities were $79.5 million for the year-to-date period ended June 30, 2021, compared to cash flows provided by operating activities of $52.6 million for the year-to-date period ended June 30, 2020. Cash flows from operating activities increased by $26.9 million in the year-to-date period ended June 30, 2021, compared to year-to-date period ended June 30, 2020, primarily due to improved accounts receivable collections offset in part by an increase in supplier and vendor payments.

 

Investing Activities

 

Cash flows used in investing activities were $71.8 million for the year-to-date period ended June 30, 2021, compared to cash flows used in investing activities of $46.2 million for the year-to-date period ended June 30, 2020. The difference between periods was primarily due to the change in timing of cash payments for capital expenditures and the Action Business Combination. Our principal recurring investing activity is the funding of capital expenditures to ensure that we have the appropriate levels and types of machinery and equipment in place to generate revenue from operations.

 

Financing Activities

 

Cash flows used in financing activities were $16.6 million for the year-to-date period ended June 30, 2021, compared to cash flows used in financing activities of $0.3 million for the year-to-date period ended June 30, 2020. The change period-over-period was primarily due to higher debt repayments in the 2021 period as compared to 2020.

 

43
 

 

Credit Facilities

 

As of and after June 30, 2021, we had the following principal credit facilities and instruments outstanding or available:

 

Secured Facilities Agreement

 

On May 5, 2019, the Company entered into a $450.0 million term loan, revolving credit, and working capital facilities agreement (the “Secured Facilities Agreement”) with Arab Petroleum Investments Corporation (“APICORP”) – Bahrain Banking Branch, HSBC Bank Middle East Limited (“HSBC”), Mashreqbank PSC and Saudi British Bank acting as initial mandated lead arrangers and bookrunners, Mashreqbank PSC acting as global agent, APICORP and Mashreqbank PSC acting as security agents, NPS Bahrain for Oil and Gas Wells Services WLL (“NPS Bahrain”) and its Kuwait branch, Gulf Energy SAOC and National Petroleum Technology Company as borrowers, and HSBC, Mashreqbank PSC, APICORP and Saudi British Bank, as the “Lenders.” On May 23, 2019 and June 20, 2019, the Company entered into $35.0 million and $40.0 million Incremental Facilities Agreements, respectively, increasing the size of the Secured Facilities Agreement to $485.0 million and $525.0 million, respectively. During the year ended December 31, 2020, the Secured Facilities Agreement was reduced to $501.3 million primarily as a result of the non-renewal of a project-specific letter of credit and the payment of the first two installments of the long-term loan. During the year-to-date period ended June 30, 2021, the Secured Facilities Agreement was increased to $504 million primarily as a result of $17.7 million additional working capital capacity offset by $15.0 million in installment payments on the term loan.

 

The $504 million Secured Facilities Agreement consists of a $270 million term loan due by May 6, 2025 (the “Term Loan” or “Secured Term Loan”), a $65.0 million revolving credit facility due by May 6, 2023 (“RCF” or “Secured Revolving Credit Facility”), and a $169.0 million working capital facility that renews annually by mutual agreement of the Lenders and the Company. Borrowings under the Term Loan and RCF incur interest at the rate of three-month LIBOR plus 2.4% to 2.7% per annum, varying based on the Company’s Net Debt / EBITDA ratio as defined in the Secured Facilities Agreement. As of June 30, 2021, and December 31, 2020, this resulted in an interest rate of 2.6% and 2.6%, respectively. As of June 30, 2021, and December 31, 2020, the Company had drawn $270 million and $285.0 million, respectively, of the Term Loan and $65 million and $65 million, respectively, of the RCF.

 

The RCF was obtained for general corporate and working capital purposes including capital expenditure related requirements and acquisitions (including transaction related expenses). The RCF requires the payment of a commitment fee each quarter. The commitment fee is computed at the rate of 0.60% per annum based on the average daily amount by which the borrowing base exceeds the outstanding borrowings during each quarter. Under the terms of the RCF, the final settlement is due by May 6, 2023. The Company is required to repay the amount of any principal balance outstanding together with any unpaid accumulated interest at three-month LIBOR plus 2.4% to 2.7% per annum, varying based on the Company’s Net Debt / EBITDA ratio as defined in the Secured Facilities Agreement. The Company is permitted to make any prepayment under this RCF in multiples of $5.0 million during this 4-year period up to May 6, 2023. Any unutilized balances from the RCF can be drawn down again during the 4-year tenure at the same terms. As of June 30, 2021, and December 31, 2020, the Company had $0.0 (zero) million and $0.0 (zero) million, respectively, available to be drawn under the RCF.

 

The Secured Facilities Agreement also includes a working capital facility of $169.0 million and $151.3 million as of June 30, 2021 and December 31, 2020, respectively, for issuance of letters of guarantee and letters of credit and refinancing letters of credit into short-term debt over a period of one year, which carries an interest rate equal to three-month U.S. Dollar LIBOR for the applicable interest period, plus a margin of 1.00% to 1.25% per annum. As of June 30, 2021, and December 31, 2020, the Company had utilized $140.6 million and $129.4 million, respectively, under this working capital facility and the balance of $28.4 million and $21.9 million, respectively, was available to the Company.

 

The Company has also retained legacy bilateral working capital facilities from HSBC totaling $24.7 million and $24.7 million at June 30, 2021 and December 31, 2020, respectively, in Qatar ($10.3 million at June 30, 2021, $10.3 million at December 31, 2020), in the UAE ($14.3 million at June 30, 2021, and $14.3 million at December 31, 2020) and in Kuwait ($0.1 million at June 30, 2021 and $0.1 million at December 31, 2020). As of June 30, 2021, and December 31, 2020, the Company had utilized $18.2 million and $18.5 million, respectively, under this working capital facility and the balance of $6.5 million and $6.2 million, respectively, was available to the Company.

 

44
 

 

Utilization of the working capital facilities under both the legacy arrangement and Secured Facilities Agreement comprises letters of credit issued to vendors, guarantees issued to customers, vendors, and others, and short-term borrowings used to settle letters of credit. Once a letter of credit is presented for payment by the vendor, the Company at its election can settle the letter of credit from available cash or leverage short-term borrowings available under both the legacy arrangement and Secured Facilities Agreement that will be repaid quarterly over a one-year period. Until a letter of credit is presented for payment by the vendor, it is disclosed as an off-balance sheet obligation. For additional discussion of outstanding letters of credit and guarantees, see Note 14, Commitments and Contingencies.

 

The Secured Facilities Agreement includes covenants that specify maximum leverage (Net Debt / EBITDA) up to 3.50, minimum debt service coverage ratio (Cash Flow / Debt Service) of at least 1.25, and interest coverage (EBITDA / Interest) of at least 4.00. The Company is in compliance with all financial covenants as of June 30, 2021.

 

CIB Long-Term Debt

 

As part of the SAPESCO transaction, the Company assumed a $21.0 million debt obligation with Commercial International Bank (“CIB,” and collectively, “CIB Long-Term Debt”). Under the terms of its arrangement with CIB, the Company repaid $11.0 million of this balance during the third quarter of 2020 with the remaining $10.0 million due on August 15, 2021. Borrowings under the CIB Long-Term Debt incur interest at 2% per annum over 6 months LIBOR (to be settled on monthly basis) plus 50 basis points per annum. As of June 30, 2021 and December 31, 2020, this resulted in an interest rate of 2.3% and 2.3%, respectively. The Company’s CIB Long-Term Debt is secured by a letter of guarantee from Mashreqbank PSC.

 

CIB Short-Term Debt

 

The Commercial International Bank Short-Term Debt facilities (collectively, “CIB Short-Term Debt”) include a $1.5 million U.S. Dollar time loan facility, a E£2 million Egyptian Pound time loan facility, and a E£10 million Egyptian pound time loan overdraft facility, and $14.5 million U.S. dollars in letters of guarantee. Each CIB Short-Term Debt borrowing matures three months from the date of borrowing with the latest maturity date for amounts outstanding as of June 30, 2021 being September 13, 2021.

 

The U.S. Dollar time loan facility accrues interest at 2.25% per annum over 3 months LIBOR plus 50 basis points per annum of the Highest Monthly Debit Balance (“HMDB”) commission. The Egyptian Pound time loan and overdraft facilities accrue interest at 0.75% per annum over the Central Bank of Egypt’s Corridor Offer Rate plus 50 basis points per annum, HMDB commission.

 

As of June 30, 2021, and December 31, 2020, the CIB Short-Term Debt resulted in an interest rate of 2.3% and 2.3%, respectively, for U.S. Dollar denominated balances, and 10.0% and 10.0%, respectively, for Egyptian Pound denominated balances. As of June 30, 2021, the Company had utilized $0.9 million of the U.S. Dollar time loan facility, E£2.0 million of the Egyptian Pound time loan facility, and E£6.2 million of the Egyptian pound time loan overdraft facility, and $8.4 million in letters of guarantee, with the balances of $0.6 million, E£0.0 (zero) million, E£3.8 million, and $6.1 million, respectively, available to the Company. As of December 31, 2020, the Company had utilized $1.3 million of the U.S. Dollar time loan facility, E£2.0 million of the Egyptian Pound time loan facility, and E£9.8 million of the Egyptian pound time loan overdraft facility, and $8.3 million in letters of guarantee, with the balances of $0.2 million, E£0.0 (zero) million, E£0.2 million, and $6.3 million, respectively, available to the Company.

 

ABK Short-Term Debt

 

The Al Ahli Bank of Kuwait working capital and overdraft facilities (collectively, “ABK Short-Term Debt”) mature nine months from the date of borrowing. The ABK Short-Term Debt facilities include a $3.0 million U.S. Dollar time loan facility and $0.2 million U.S. dollars in letters of guarantee. The ABK Short-Term Debt accrues interest at 1.65% per annum over The Central Bank of Egypt’s Corridor Offer Rate. As of June 30, 2021, and December 31, 2020, this resulted in an interest rate of 11% and 11%, respectively. As of June 30, 2021, the Company had utilized $0.2 million of the ABK Short-Term Debt facility and $0.2 million in letters of guarantee with $2.8 million and $0.0 (zero) million, respectively, available to the Company. As of December 31, 2020, the Company had utilized $2.3 million of the ABK Short-Term Debt facility and $0.2 million in letters of guarantee with $0.8 million and $0.0 (zero) million, respectively, available to the Company. There are no financial covenants associated with the ABK Short-Term Debt.

 

HSBC Loan Line

 

On May 3, 2021, the Company borrowed $9.9 million from HSBC to provide short term liquidity for the Action Business Combination. The initial loan was repayable on July 3, 2021 but was subsequently extended to September 3, 2021 at management’s exclusive discretion. Interest accrues at a rate of 1.25% per annum. The maximum tenor of the loan is 6 months from the date of issuance.

 

Other debt information

 

As part of the SAPESCO transaction, the Company also assumed other working capital facilities totaling $0.6 million with two banks. The facilities are used for letters of guarantee. As of June 30, 2021, the Company has utilized $0.6 million of these facilities with $0.0 (zero) million available.

 

45
 

 

Capital Resources

 

In the next twelve months, we believe cash on hand, cash flows from operating activities and available credit facilities, including those of our subsidiaries, will provide us with sufficient capital resources and liquidity to manage our working capital needs, meet contractual obligations, fund capital expenditures, and support the development of our short-term operating strategies.

 

We plan to pursue strategic acquisitions as an element of our business strategy. The timing, size or success of any acquisition and the associated potential capital commitments are unpredictable and uncertain. We may seek to fund all or part of any such acquisition with proceeds from debt or equity issuances, or may issue equity directly to the sellers, in any such acquisition, or any combination thereof. Our ability to obtain capital for strategic acquisitions will depend on our future operating performance, financial condition and, more broadly, on the availability of equity and debt financing. Capital availability will be affected by prevailing conditions in our industry, the global economy, the global financial markets and other factors, many of which are beyond our control. In addition, any additional debt service requirements we take on could be based on higher interest rates and shorter maturities and could impose a significant burden on our results of operations and financial condition, and the issuance of additional equity securities could result in significant dilution to our shareholders.

 

Other Factors Affecting Liquidity

 

Customer receivables. In line with industry practice, we bill our customers for our services in arrears and are, therefore, subject to our customers delaying or failing to pay our invoices. In weak economic environments, we may experience increased delays and failures to pay our invoices due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit markets as well as unsettled political conditions. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have a material impact on our liquidity, results of operations and financial condition.

 

Shelf registration statement. On August 23, 2019, the Company filed a shelf registration statement on Form F-3 with the SEC. On September 13, 2019, the SEC declared the shelf registration statement effective. The shelf registration statement gives the Company the ability to sell up to $300.0 million of the Company’s ordinary shares from time to time in one or more offerings. The specific terms, including the amount of any ordinary shares to be sold in such an offering, if it does occur, would be described in supplemental filings with the SEC. The shelf registration statement currently provides the Company additional flexibility about potential financings that it may undertake when market conditions permit. The shelf registration statement will expire in 2022.

 

For other matters affecting liquidity, see Item 5E, “Off-Balance Sheet Arrangements” below.

 

Off-Balance Sheet Arrangements

 

Letters of credit. The Company had outstanding letters of credit amounting to $13.9 million and $16.9 million as of June 30, 2021, and December 31, 2020, respectively.

 

46
 

 

Guarantee agreements. In the normal course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, such as surety bonds for performance, and other bank issued guarantees which totaled $109.0 million and $101.5 million as of June 30, 2021, and December 31, 2020, respectively. We have also entered into cash margin guarantees totaling $3.3 million and $3.4 million at June 30, 2021, and December 31, 2020, respectively. A liability is accrued when a loss is both probable and can be reasonably estimated. None of the off-balance sheet arrangements either has, or is likely to have, a material effect on our condensed consolidated interim financial statements.

 

Contractual Obligations

 

The information in the Annual Report on Form 20-F for the year ended December 31, 2020 under the section entitled “Tabular Disclosure of Contractual Obligations” in Part I, Item 5F, is hereby incorporated by reference into this Periodic Report. As of June 30, 2021, there were no material changes to this disclosure regarding our contractual obligations.

 

Critical Accounting Policies and Estimates

 

The information in the Annual Report on Form 20-F for the year ended December 31, 2020 under the section entitled “Critical Accounting Policies and Estimates” in Part I, Item 5A, is hereby incorporated by reference into this Periodic Report. As of June 30, 2021, there were no material changes to this disclosure regarding our Critical Accounting Policies and Estimates made in the Annual Report.

 

47
 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Foreign Currency Risk

 

We are exposed to foreign currency risks that arise from normal business operations. These risks include transaction gains and losses associated with transactions denominated in currencies other than a location’s functional currency.

 

US dollar balances in the United Arab Emirates, Saudi Arabia, Oman, Kuwait and Qatar entities are not considered to represent significant currency risk as the respective currencies in these countries are pegged to the U.S. dollar. Our foreign currency risk arises from the settlement of transactions in currencies other than our functional currency, specifically in Algerian Dinar, Egyptian Pound, Libyan Dinar, and Iraqi Dinar. However, customer contracts in these countries are largely denominated in U.S. dollars.

 

Credit Risk

 

Credit risk is the risk that one party to a financial instrument may fail to discharge an obligation and cause the other party to incur a financial loss. We are exposed to credit risk on our accounts receivable, unbilled revenue, and other receivables and certain other assets (such as bank balances) as reflected in our Condensed Consolidated Balance Sheet, with the maximum exposure equaling the carrying amount of these assets in the Condensed Consolidated Balance Sheet. We seek to manage our credit risk with respect to banks by only dealing with reputable banks (our cash and cash equivalents are primarily held with banks and financial institution counterparties that are rated A1 to Baa3, based on Moody’s ratings) and with respect to customers by monitoring outstanding receivables and following up on outstanding balances. Management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and the country in which our customers operate. We sell our products to a variety of customers, mainly to national oil company customers in the MENA and Asia Pacific regions.

 

Liquidity Risk

 

Liquidity risk is the risk that we may not be able to meet our financial obligations as they fall due. Our approach to managing liquidity risk is to ensure, as far as possible, that we will always have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable costs or liabilities. We maintain cash flow forecasts to monitor our liquidity position.

 

Accounts payable are normally settled within the terms of purchase from the supplier. We believe cash on hand, cash flows from operating activities and the available credit facilities will provide us with sufficient capital resources and liquidity to manage our working capital needs, meet contractual obligations, fund capital expenditures, and support the development of our short-term and long-term operating strategies.

 

Market Risk

 

We are exposed to market risks primarily from changes in interest rates on our long-term borrowings as well as fluctuations in foreign currency exchange rates applicable to our foreign subsidiaries and where local exchange rates are not pegged to the U.S. dollar (Algeria, Libya, Egypt and Iraq). However, the foreign exchange risk is largely mitigated by the fact that all customer contracts are denominated in U.S. dollars.

 

We do not use derivatives for trading purposes, to generate income or to engage in speculative activity.

 

48
 

 

ITEM 4. INTERNAL CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our reports that we submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in rules 13(a)-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended), were effective as of the end of the period covered by this Periodic Report.

 

49
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not and have not been involved in any material legal proceedings, other than legal proceedings in the ordinary course of business incidental to our business. Although no assurances can be given about the final outcome of pending legal proceedings, at the present time we are not a party to any legal proceeding or investigation that, in the opinion of management, is likely to have a material impact on our business, financial condition or results of operations.

 

There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial shareholder of more than five percent of voting securities, is an adverse party or has a material interest adverse to the above-mentioned Company’s interest.

 

Item 1A. Risk Factors.

 

Risks Relating to Our Business and Operations

 

There are several factors that affect our business and operations, many of which are beyond our control. In addition to information set forth in this Periodic Report, careful consideration should be given to the risk factors discussed under the caption “Risk Factors” in Part I, Item 3D of the Annual Report on Form 20-F for the year ended December 31, 2020, which could have a material impact on our business, financial condition or results of operations and are hereby incorporated by reference into this Periodic Report. Such risks are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also have a material impact on our business, financial condition or results of operations.

 

50
 

 

SIGNATURES

 

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

 

  NATIONAL ENERGY SERVICES REUNITED CORP.
     
Date: August 6, 2021   /s/ Sherif Foda
  Name: Sherif Foda
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
Date: August 6, 2021   /s/ Christopher L. Boone
  Name: Christopher L. Boone
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

51