false 0001532286 0001532286 2025-02-28 2025-02-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2025

 

 

NINE ENERGY SERVICE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38347   80-0759121

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2001 Kirby Drive, Suite 200
Houston, Texas
  77019
(Address of principal executive offices)   (Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.01 per share   NINE   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On March 5, 2025, Nine Energy Service, Inc. (the “Company”) issued a press release providing information on its results of operations and financial condition for the quarter and year ended December 31, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information under this Item 2.02 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”).

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In the first quarter of 2025, after careful consideration of, among other things, the Company’s strategic priorities, the Company’s Board of Directors (the “Board”) unanimously agreed that a reduction in the size of the Board from eight to six members by the end of the year and a change in its composition would be beneficial to the Company and its strategic priorities moving forward. Consistent therewith, on February 28, 2025, Ernie L. Danner, Curtis F. Harrell and Andrew L. Waite resigned as directors, effective as of the end of such date, and the Board appointed Julie A. Peffer and Richard A. Burnett as directors to fill two of those vacancies, with Ms. Peffer’s service to begin on March 1, 2025 and Mr. Burnett’s service to begin on May 3, 2025. Mr. Burnett and Ms. Peffer have been appointed to the Audit Committee, effective as of May 3, 2025 and March 7, 2025, respectively. Also on February 28, 2025, the Board elected Scott E. Schwinger as Chairman of the Board, effective March 1, 2025, to replace Mr. Danner. In addition to the above changes in the Board’s composition, it is currently expected that Gary L. Thomas will resign from the Board on May 2, 2025, Mark E. Baldwin will resign from the Board on August 1, 2025 and a new director will be appointed to the Board later this year.

Mr. Burnett and Ms. Peffer will receive compensation for service on the Board and its committees in a manner consistent with the Company’s non-employee director compensation policies and programs in effect from time to time. Currently, the Company’s non-employee directors receive a quarterly cash retainer of $18,750, and each non-employee director serving on the Board’s Audit Committee not in the role of Chairman receives an additional quarterly cash retainer of $1,875. Also, in connection with her appointment to the Board, Ms. Peffer has entered into an indemnification agreement with the Company in the same form that the Company has entered into with its other directors and Mr. Burnett will also enter into such an agreement upon the effective date of his directorship.

There are no current or proposed transactions in which either Mr. Burnett or Peffer has or will have a direct or indirect material interest and in which the Company is or will be a participant that require disclosure pursuant to Item 404(a) of Regulation S-K. In addition, there are no arrangements or understandings between either Mr. Burnett or Ms. Peffer and any other person pursuant to which he or she was appointed as a director.

Cautionary Note Regarding Forward-Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.


Item 7.01

Regulation FD Disclosure.

On March 5, 2025, the Company issued a press release with respect to the matters described above in Item 5.02. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information under this Item 7.01 and in Exhibit 99.2 to this Current Report on Form 8-K are being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information under this Item 7.01 and in Exhibit 99.2 to this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

99.1    Nine Energy Service, Inc. press release dated March 5, 2025 (relating to the Company’s results of operations and financial condition for the quarter and year ended December 31, 2024).
99.2    Nine Energy Service, Inc. press release dated March 5, 2025 (relating to changes to the Board’s size and composition).
104    Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).


SIGNATURES

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

 

Dated: March 5, 2025   NINE ENERGY SERVICE, INC.
        By:  

/s/ Theodore R. Moore

           

Theodore R. Moore

            Executive Vice President and General Counsel

Exhibit 99.1

Nine Energy Service Announces Fourth Quarter and Full Year 2024 Results

 

   

Increased Q4 revenue ~2% quarter over quarter, despite the average Q4 US rig count remaining flat

 

   

Full year 2024 revenue, net loss and adjusted EBITDAA of $554.1 million, $(41.1) million and $53.2 million, respectively

 

   

Revenue, net loss and adjusted EBITDA of $141.4 million, $(8.8) million and $14.1 million, respectively, for the fourth quarter of 2024

 

   

Increased Q4 cementing revenue by ~7% and Q4 completion tool revenue by ~6% quarter over quarter, despite flat average US rig count

 

   

Total liquidity as of December 31, 2024 of $52.1 million

HOUSTON – Nine Energy Service, Inc. (“Nine” or the “Company”) (NYSE: NINE) reported fourth quarter 2024 revenues of $141.4 million, net loss of $(8.8) million, or $(0.22) per diluted share and $(0.22) per basic share, and adjusted EBITDA of $14.1 million. The Company had provided original fourth quarter 2024 revenue guidance between $132.0 and $142.0 million, with actual results coming in the upper end of the provided range.

“We had a good Q4 with revenue increasing sequentially, despite a flat average US rig count and typical Q4 seasonality,” said Ann Fox, President and Chief Executive Officer, Nine Energy Service.

“The Nine team had many accomplishments in 2024, despite a challenging backdrop for the oilfield service sector. Over the past several years, we have seen significant US rig declines, driven mostly by a depressed natural gas price, which averaged around $2.19 for 2024. Nine’s earnings have historically moved in tandem with the US rig count, which will continue to be a significant driver for Nine moving forward. However, in 2024 we created and implemented a two-pronged strategy of market share gains and cost reductions enabling us to drive profitability in a declining rig count environment. We began to see the impacts of this strategy in Q3, which continued into Q4 with sequential revenue increases despite a flat average US rig count and typical Q4 seasonality impacts.”

“Our cementing team was the largest driver of revenue and profitability growth, increasing quarterly cementing revenue by approximately 20% from Q2 to Q4, despite the 2024 US rig count reaching a trough in Q4. We exited 2024 with a Q4 cementing market share within the regions we operate of approximately 19%, an increase of approximately 14% over our Q4 2023 market share. Our completion tools team continued a relentless focus on technology in 2024, fielding multiple new technologies like the Pincer Hybrid Frac Plug and our new frac dart element. We remain bullish on the dissolvable plug thesis, especially as lateral lengths continue to expand. Technology innovation will continue to be a key focus in 2025 with the introduction of a new, state-of-the-art R&D and completion tools testing facility.”


“Safe operations are essential and drive operational excellence, sustain morale, and create cohesion in the team from the field to the corporate office. This year, our Total Recordable Incident Rate (“TRIR”) declined approximately 22% from 2023 to a 0.49, and the severity of our incidents also dropped. We launched our first Sustainability Report in 2024 which includes tough-to-get measurements for a corporation of our size.”

“It is a very dynamic time, but we are optimistic looking into 2025 as we continue to execute our strategy, expanding on our market share gains and cost cutting initiatives we began implementing in 2024. We believe the long-term demand for natural gas will increase. Our revenue is over 30% levered to natural gas basins, and activity increases within these basins would have positive impacts on Nine’s revenue and profitability.”

“With what we know today, we expect 2025 US activity levels to be mostly stable. Despite weather impacts in January and relatively flat activity levels thus far in Q1, we anticipate both revenue and profitability to increase sequentially in Q1 compared to Q4 as we sustain and build-on our market share gains and cost cutting initiatives.”

“We are constantly challenging ourselves to find ways to drive profitability for Nine. Our team is experienced and motivated. We are focused on continuing to execute our strategy and increasing profitability, and I am looking forward to seeing what we can accomplish in 2025.”

Operating Results

For the year ended December 31, 2024, the Company reported revenues of $554.1 million, net loss of $(41.1) million, or $(1.11) per diluted share and $(1.11) per basic share, and adjusted EBITDA of $53.2 million. For the full year 2024, the Company reported gross profit of $61.1 million and adjusted gross profitB of $97.4 million. For the year ended December 31, 2024, the Company generated ROIC of (14.9)% and adjusted ROICC of 3.7%.

During the fourth quarter of 2024, the Company reported revenues of $141.4 million, gross profit of $16.5 million and adjusted gross profit of $26.2 million. During the fourth quarter, the Company generated ROIC of (13.3)% and adjusted ROIC of 6.0%.

During the fourth quarter of 2024, the Company reported general and administrative (“G&A”) expense of $14.2 million. For the year ended December 31, 2024, the Company reported G&A expense of $51.3 million. Depreciation and amortization expense (“D&A”) in the fourth quarter of 2024 was $8.8 million. For the year ended December 31, 2024, the Company reported D&A expense of $36.8 million.

The Company’s tax provision was approximately $0.2 million year to date. The provision for 2024 is the result of the Company’s tax position in state and non-U.S. tax jurisdictions.


Liquidity and Capital Expenditures

For the year ended December 31, 2024, the Company reported net cash provided by operating activities of $13.2 million. For the year ended December 31, 2024, the Company reported total capital expenditures of approximately $14.6 million, which was within management’s original full year 2024 guidance of $10 to $15 million.

As of December 31, 2024, Nine’s cash and cash equivalents were $27.9 million, and the Company had $24.2 million of availability under the revolving credit facility, resulting in a total liquidity position of $52.1 million as of December 31, 2024. On December 31, 2024, the Company had $47.0 million of borrowings under the revolving credit facility.

On November 6, 2023, the Company entered into an Equity Distribution Agreement. During the three months ended December 31, 2024, no shares were sold under the Equity Distribution Agreement. During the year ended December 31, 2024, approximately 5.4 million shares were sold under the Equity Distribution Agreement, which generated net proceeds of $8.2 million.

ABCSee end of press release for definitions of these non-GAAP measures. These measures are intended to provide additional information only and should not be considered as alternatives to, or more meaningful than, net income (loss), gross profit or any other measure determined in accordance with GAAP. Certain items excluded from these measures are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets. Our computation of these measures may not be comparable to other similarly titled measures of other companies.

Conference Call Information

The call is scheduled for Thursday, March 6, 2025, at 9:00 am Central Time. Participants may join the live conference call by dialing U.S. (Toll Free): (877) 524-8416 or International: (412) 902-1028 and asking for the “Nine Energy Service Earnings Call”. Participants are encouraged to dial into the conference call ten to fifteen minutes before the scheduled start time to avoid any delays entering the earnings call.

For those who cannot listen to the live call, a telephonic replay of the call will be available through March 20, 2025 and may be accessed by dialing U.S. (Toll Free): (877) 660-6853 or International: (201) 612-7415 and entering the passcode of 13751412.

About Nine Energy Service

Nine Energy Service is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years of experience with a deep commitment to serving clients with smarter, customized solutions and world-class resources that drive efficiencies. Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, Haynesville, SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and Canada.


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

Forward Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Such risks and uncertainties include, among other things, the level of capital spending and well completions by the onshore oil and natural gas industry, which may be affected by geopolitical and economic developments in the U.S. and globally, including conflicts, instability, acts of war or terrorism in oil producing countries or regions, particularly Russia, the Middle East, South America and Africa, as well as actions by members of the Organization of the Petroleum Exporting Countries and other oil exporting nations; general economic conditions and inflation, particularly, cost inflation with labor or materials; equipment and supply chain constraints; the effects of tariffs and other trade measures on the Company’s business; the Company’s ability to attract and retain key employees, technical personnel and other skilled and qualified workers; the Company’s ability to maintain existing prices or implement price increases on our products and services; pricing pressures, reduced sales, or reduced market share as a result of intense competition in the markets for the Company’s dissolvable plug products; conditions inherent in the oilfield services industry, such as equipment defects, liabilities arising from accidents or damage involving our fleet of trucks or other equipment, explosions and uncontrollable flows of gas or well fluids, and loss of well control; the Company’s ability to implement and commercialize new technologies, services and tools; the Company’s ability to grow its completion tool business domestically and internationally; the adequacy of the Company’s capital resources and liquidity, including the ability to meet its debt obligations; the Company’s ability to manage capital expenditures; the Company’s ability to accurately predict customer demand, including that of its international customers; the loss of, or interruption or delay in operations by, one or more significant customers, including certain of the Company’s customers outside of the United States; the loss of or interruption in operations of one or more key suppliers; the incurrence of significant costs and liabilities resulting from litigation; cybersecurity risks; changes in laws or regulations regarding issues of health, safety and protection of the environment; and other factors described in the “Risk Factors” and “Business” sections of the Company’s most recently filed Annual Report on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Nine Energy Service Investor Contact:

Heather Schmidt

Senior Vice President, Strategic Development and Investor Relations

(281) 730-5113

investors@nineenergyservice.com


NINE ENERGY SERVICE, INC.

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

(In Thousands, Except Share and Per Share Amounts)

(Unaudited)

 

     Three Months Ended     Year Ended December 31,  
     December 31,
2024
    September 30,
2024
    2024     2023  

Revenues

   $ 141,426     $ 138,157     $ 554,104     $ 609,526  

Cost and expenses

        

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

     115,224       113,451       456,729       490,750  

General and administrative expenses

     14,185       12,366       51,298       59,817  

Depreciation

     6,032       6,226       25,594       29,141  

Amortization of intangibles

     2,795       2,796       11,183       11,516  

(Gain) loss on revaluation of contingent liability

     (87     383       104       437  

(Gain) loss on sale of property and equipment

     (229     484       256       292  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income from operations

     3,506       2,451       8,940       17,573  

Interest expense

     12,868       12,879       51,321       51,119  

Interest income

     (189     (196     (849     (1,270

Other income

     (162     (162     (648     (648
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (9,011     (10,070     (40,884     (31,628

(Benefit) provision for income taxes

     (168     73       198       585  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (8,843   $ (10,143   $ (41,082   $ (32,213

Loss per share

        

Basic

   $ (0.22   $ (0.26   $ (1.11   $ (0.97

Diluted

   $ (0.22   $ (0.26   $ (1.11   $ (0.97

Weighted average shares outstanding

        

Basic

     40,104,614       39,209,798       37,172,635       33,282,234  

Diluted

     40,104,614       39,209,798       37,172,635       33,282,234  

Other comprehensive loss, net of tax

        

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

   $ (381   $ (9   $ (547   $ (31
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss, net of tax

     (381     (9     (547     (31
  

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive loss

   $ (9,224   $ (10,152   $ (41,629   $ (32,244
  

 

 

   

 

 

   

 

 

   

 

 

 


NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)

 

     At December 31,  
     2024     2023  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 27,880     $ 30,840  

Accounts receivable, net

     81,157       88,449  

Income taxes receivable

     284       490  

Inventories, net

     50,781       54,486  

Prepaid expenses

     9,982       8,869  

Other current assets

     380       499  
  

 

 

   

 

 

 

Total current assets

     170,464       183,633  

Property and equipment, net

     70,518       82,366  

Operating lease right of use assets, net

     37,252       42,056  

Finance lease right of use assets, net

     29       51  

Intangible assets, net

     79,246       90,429  

Other long-term assets

     2,567       3,449  
  

 

 

   

 

 

 

Total assets

   $ 360,076     $ 401,984  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity (Deficit)

    

Current liabilities

    

Accounts payable

   $ 36,052     $ 33,379  

Accrued expenses

     30,676       36,171  

Current portion of long-term debt

     3,580       2,859  

Current portion of operating lease obligations

     11,216       10,314  

Current portion of finance lease obligations

     21       31  
  

 

 

   

 

 

 

Total current liabilities

     81,545       82,754  

Long-term liabilities

    

Long-term debt

     317,264       320,520  

Long-term operating lease obligations

     26,710       32,594  

Other long-term liabilities

     621       1,746  
  

 

 

   

 

 

 

Total liabilities

     426,140       437,614  
  

 

 

   

 

 

 

Stockholders’ equity (deficit)

    

Common stock (120,000,000 shares authorized at $.01 par value; 42,348,643 and 35,324,861 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively)

     423       353  

Additional paid-in capital

     806,231       795,106  

Accumulated other comprehensive loss

     (5,406     (4,859

Accumulated deficit

     (867,312     (826,230
  

 

 

   

 

 

 

Total stockholders’ equity (deficit)

     (66,064     (35,630
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity (deficit)

   $ 360,076     $ 401,984  
  

 

 

   

 

 

 


NINE ENERGY SERVICE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

 

     Year Ended December 31,  
     2024     2023  

Cash flows from operating activities

    

Net loss

   $  (41,082)     $ (32,213

Adjustments to reconcile net loss to net cash provided by operating activities

    

Depreciation

     25,594       29,141  

Amortization of intangibles

     11,183       11,516  

Amortization of deferred financing costs

     7,602       7,413  

Amortization of operating leases

     13,256       12,524  

Provision for doubtful accounts

     526       333  

Provision for inventory obsolescence

     1,738       2,320  

Stock-based compensation expense

     2,946       2,169  

Loss on sale of property and equipment

     256       292  

Loss on revaluation of contingent liability

     104       437  

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

    

Accounts receivable, net

     6,724       16,489  

Inventories, net

     1,710       5,219  

Prepaid expenses and other current assets

     (995     1,148  

Accounts payable and accrued expenses

     (2,092     1,058  

Income taxes receivable/payable

     212       252  

Operating lease obligations

     (13,080     (12,344

Other assets and liabilities

     (1,407     (245
  

 

 

   

 

 

 

Net cash provided by operating activities

     13,195       45,509  
  

 

 

   

 

 

 

Cash flows from investing activities

    

Proceeds from sales of property and equipment

     585       606  

Proceeds from property and equipment casualty losses

           840  

Purchases of property and equipment

     (14,763     (24,603
  

 

 

   

 

 

 

Net cash used in investing activities

     (14,178     (23,157
  

 

 

   

 

 

 

Cash flows from financing activities

    

Proceeds from revolving credit facility

     3,000       40,000  

Payments on revolving credit facility

     (13,000     (15,000

Proceeds from units offering, net of discount

           279,750  

Redemption of senior notes due 2023

           (307,339

Cost of debt issuance

           (6,290

Proceeds from short-term debt

     5,762       4,733  

Payments of short-term debt

     (5,041     (4,141

Principle payments on finance leases

     (49     (217

Payments of contingent liability

     (604     (387

Proceeds from issuance of common stock under ATM program

     8,249        

Vesting of restricted stock and stock units

           (2
  

 

 

   

 

 

 

Net cash used in financing activities

     (1,683     (8,893
  

 

 

   

 

 

 

Impact of foreign currency exchange on cash

     (294     (64
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (2,960     13,395  

Cash and cash equivalents

    

Beginning of period

     30,840       17,445  
  

 

 

   

 

 

 

End of period

   $ 27,880     $ 30,840  
  

 

 

   

 

 

 


NINE ENERGY SERVICE, INC.

RECONCILIATION OF ADJUSTED EBITDA

(In Thousands)

(Unaudited)

 

     Three Months Ended     Year Ended December 31,  
     December 31,
2024
    September 30,
2024
    2024     2023  

Net loss

   $ (8,843   $ (10,143   $ (41,082   $ (32,213

Interest expense

     12,868       12,879       51,321       51,119  

Interest income

     (189     (196     (849     (1,270

Depreciation

     6,032       6,226       25,594       29,141  

Amortization of intangibles

     2,795       2,796       11,183       11,516  

(Benefit) provision for income taxes

     (168     73       198       585  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ 12,495     $ 11,635     $ 46,365     $ 58,878  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Gain) loss on revaluation of contingent liability (1)

     (87     383       104       437  

Restructuring charges

     182       177       701       2,027  

Stock-based compensation

     721       837       2,946       2,169  

Cash award expense

     1,067       770       2,832       2,698  

Certain refinancing costs (2)

                       6,396  

(Gain) loss on sale of property and equipment

     (229     484       256       292  

Legal fees and settlements (3)

                       69  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 14,149     $ 14,286     $ 53,204     $ 72,966  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

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

(2)

Amounts represent fees and expenses relating to our units offering and other refinancing activities, including cash incentive compensation to employees following the successful completion of the units offering, that were not capitalized.

(3)

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


NINE ENERGY SERVICE, INC.

RECONCILIATION AND CALCULATION OF ADJUSTED ROIC

(In Thousands)

(Unaudited)

 

     Three Months Ended     Year Ended December 31,  
     December 31,
2024
    September 30,
2024
    2024     2023  

Net loss

   $ (8,843)     $ (10,143   $ (41,082)     $ (32,213)  

Add back:

        

Interest expense

     12,868       12,879       51,321       51,119  

Interest income

     (189     (196     (849     (1,270

Certain refinancing costs (1)

                       6,396  

Restructuring charges

     182       177       701       2,027  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted after-tax net operating income

   $ 4,018     $ 2,717     $  10,091     $ 26,059  

Total capital as of prior period-end:

        

Total stockholders’ deficit

   $ (57,561   $ (49,715   $ (35,630   $ (23,507

Total debt

     350,000       352,730       359,859       341,606  

Less: cash and cash equivalents

     (15,652     (26,027     (30,840     (17,445
  

 

 

   

 

 

   

 

 

   

 

 

 

Total capital as of prior period-end

   $  276,787     $  276,988     $ 293,389     $ 300,654  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total capital as of period-end:

        

Total stockholders’ deficit

   $ (66,064   $ (57,561   $ (66,064   $ (35,630

Total debt

     350,580       350,000       350,580       359,859  

Less: cash and cash equivalents

     (27,880     (15,652     (27,880     (30,840
  

 

 

   

 

 

   

 

 

   

 

 

 

Total capital as of period-end

   $ 256,636     $ 276,787     $ 256,636     $ 293,389  
  

 

 

   

 

 

   

 

 

   

 

 

 

Average total capital

   $ 266,712     $ 276,888     $ 275,013     $ 297,022  
  

 

 

   

 

 

   

 

 

   

 

 

 
        

ROIC

     -13.3     -14.7     -14.9     -10.8

Adjusted ROIC

     6.0     3.9     3.7     8.8

 

(1)

Amounts represent fees and expenses relating to our units offering and other refinancing activities, including cash incentive compensation to employees following the successful completion of the units offering, that were not capitalized.


NINE ENERGY SERVICE, INC.

RECONCILIATION OF ADJUSTED GROSS PROFIT (LOSS)

(In Thousands)

(Unaudited)

 

     Three Months Ended      Year Ended December 31,  
     December 31,
2024
     September 30,
2024
     2024      2023  

Calculation of gross profit:

           

Revenues

   $  141,426      $  138,157      $  554,104      $  609,526  

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

     115,224        113,451        456,729        490,750  

Depreciation (related to cost of revenues)

     6,902        5,791        25,095        27,101  

Amortization of intangibles

     2,795        2,796        11,183        11,516  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross profit

   $ 16,505      $ 16,119      $ 61,097      $ 80,159  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted gross profit reconciliation:

           

Gross profit

   $ 16,505      $ 16,119      $ 61,097      $ 80,159  

Depreciation (related to cost of revenues)

     6,902        5,791        25,095        27,101  

Amortization of intangibles

     2,795        2,796        11,183        11,516  
  

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted gross profit

   $ 26,202      $ 24,706      $ 97,375      $ 118,776  
  

 

 

    

 

 

    

 

 

    

 

 

 


AAdjusted EBITDA is defined as EBITDA (which is net income (loss) before interest, taxes, and depreciation and amortization) further adjusted for (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) fees and expenses relating to our units offering and other refinancing activities, (iv) loss or gain on revaluation of contingent liabilities, (v) loss or gain on the extinguishment of debt, (vi) loss or gain on the sale of subsidiaries, (vii) restructuring charges, (viii) stock-based compensation and cash award expense, (ix) loss or gain on sale of property and equipment, and (x) other expenses or charges to exclude certain items which we believe are not reflective of ongoing performance of our business, such as legal expenses and settlement costs related to litigation outside the ordinary course of business. Management believes adjusted EBITDA provides useful information to us and our investors regarding our financial condition and results of operations because it allows us and them to more effectively evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods or capital structure and helps identify underlying trends in our operations that could otherwise be distorted by the effect of impairments, acquisitions and dispositions and costs that are not reflective of the ongoing performance of our business.

BAdjusted gross profit (loss) is defined as revenues less cost of revenues excluding depreciation and amortization. This measure differs from the GAAP definition of gross profit (loss) because we do not include the impact of depreciation and amortization, which represent non-cash expenses. Our management believes adjusted gross profit (loss) provides useful information to us and our investors regarding our financial condition and results of operation and helps management evaluate our operating performance by eliminating the impact of depreciation and amortization, which we do not consider indicative of our core operating performance.

CAdjusted return on invested capital (“adjusted ROIC”) is defined as adjusted after-tax net operating profit (loss), divided by average total capital. We define adjusted after-tax net operating profit (loss), which is a non-GAAP measure, as net income (loss) plus (i) goodwill, intangible asset, and/or property and equipment impairment charges, (ii) transaction and integration costs related to acquisitions, (iii) fees and expenses relating to our units offering and other refinancing activities, (iv) interest expense (income), (v) restructuring charges, (vi) loss (gain) on the sale of subsidiaries, (vii) loss (gain) on extinguishment of debt, and (viii) the provision (benefit) for deferred income taxes. We define total capital as book value of equity (deficit) plus the book value of debt less balance sheet cash and cash equivalents. We compute and use the average of the current and prior period-end total capital in determining adjusted ROIC. Management believes adjusted ROIC provides useful information to us and our investors regarding our financial condition and results of operations because it quantifies how well we generate operating income relative to the capital we have invested in our business and illustrates the profitability of a business or project taking into account the capital invested, and management uses adjusted ROIC to assist them in capital resource allocation decisions and in evaluating business performance.

Exhibit 99.2

Nine Energy Service Announces Changes to the Size and Composition of its Board of Directors

HOUSTON – Nine Energy Service, Inc. (“Nine” or the “Company”) (NYSE: NINE) today announced changes to the size and composition of its Board of Directors (“Board”). Following careful consideration, the Board has unanimously agreed that a reduction in the size of the Board from eight to six members by the end of the year and a change in its composition will be beneficial to the Company and its strategic priorities moving forward. Consistent with such strategy, Mr. Ernie Danner, Mr. Andy Waite and Mr. Curtis Harrell resigned as directors effective February 28, 2025. Ms. Julie Peffer and Mr. Richard Burnett were unanimously appointed as directors on February 28, 2025, with Ms. Peffer’s service to begin on March 1, 2025, and Mr. Burnett’s to begin on May 3, 2025.

Also on February 28, 2025, the Board elected current director Mr. Scott E. Schwinger as Chairman of the Board, effective March 1, 2025, to replace Mr. Danner, and appointed current director Mr. Darryl Willis as Chair of the NG&C Committee, effective March 1, 2025, to replace Mr. Schwinger, who will continue to serve on the NG&C Committee as a member. There are no changes to Nine’s current senior management team.

“The Board remains focused on best positioning the Company to drive value for our shareholders,” said Scott Schwinger, Chair of Nine’s Board. “Following strategic discussions, the Board unanimously concluded that several new directors and perspectives would be beneficial to the Company, as would a reduction in the size of the Board. The Board is very pleased to welcome Julie and Ricky. Together they bring both financial and operational leadership, as well as deep experience and expertise in their respective fields, and I look forward to working with them.”

Ms. Peffer currently serves as the Chief Financial Officer of BigBear.ai, a publicly traded company and leading provider of highly complex AI-powered, decision intelligence solutions for government and commercial customers. Ms. Peffer brings considerable financial and leadership experience across multiple industries, coupled with global strategic and operational expertise. She has successfully implemented strategies, initiatives, systems and solutions that drive and support organizational change, performance excellence and revenue growth. Ms. Peffer, along with current Nine director and current Vice President at Microsoft, Darryl Willis, will bring a unique and differentiated perspective on AI and its impact on Nine and the industry moving forward.

Mr. Burnett is currently the President and Chief Executive Officer of Silver Creek Exploration, a privately held company focused on direct investments in non-operated working interests and royalties. Mr. Burnett brings extensive business and financial expertise from his two decades of financial management, accounting and public company expertise in the oil and gas and accounting industries.


Ernie Danner, Nine’s former Chair stated that, “Serving alongside my fellow directors and the employees at Nine over the last 8 years has been an honor. I am confident we are leaving Nine in very good hands with a Board and management team that will continue to focus on driving value for shareholders, while maintaining a culture rooted in work ethic, innovation and integrity, and I wish them all the best.”

“SCF Partners made its first investment in Nine in 2011 with an ambition of creating a premier, technology-driven completions company serving the onshore market,” said Andy Waite, Managing Partner of SCF and former Nine director. “The Nine management team has done a remarkable job navigating the volatility of the industry in recent years while maintaining a culture of service excellence. I am appreciative of the efforts and support of my fellow directors, management and the employees of Nine and other stakeholders of the Company over these many years and I wish everyone every success in the future.”

Curtis Harrell, Chief Executive Officer of Citation Oil and Gas and former Nine director added, “Nine is a unique and differentiated oilfield service provider in the space that has weathered unprecedented markets. I am excited to see what this new Board can accomplish and look forward to supporting the Company in any way I can.”

President and CEO and current director of Nine, Ann Fox added, “It has been a privilege to work alongside this Board. I appreciate the many contributions of each current and prior director, and I am very excited to continue Nine’s work with Scott as Chair and each of the remaining and new directors.”

Additionally, it is anticipated that current director Mr. Gary Thomas will resign as director effective May 2, 2025, and current director Mr. Mark Baldwin will resign effective August 1, 2025, at which time Mr. Burnett will become Chair of the Audit Committee. One additional new director with an expertise in upstream oil and gas is expected to be appointed later this year, bringing the final size of the Board to six members.

About Julie Peffer

Since June 2022, Ms. Peffer has been the Chief Financial Officer at BigBear.ai (NYSE: BBAI), a public company and leading provider of AI-powered decision intelligence solutions and services for national security, defense, travel, trade, and commercial enterprise. Prior to joining Bigbear.ai, Ms. Peffer has held executive roles across multiple industries including Defense, Aerospace, Technology, Oil & Gas, and multiple industry companies. Previously, Ms. Peffer served as the Chief Financial Officer for MedeAnalytics, a healthcare analytics company. Prior to joining MedeAnalytics, she served as Vice President, Finance at Amazon (NASDAQ: AMZN) for Amazon Web Services (AWS), where she built and led global finance operations supporting all AWS customer-facing teams.


Prior to Amazon, Ms. Peffer was VP, Finance at Flowserve (NYSE: FLS) within the Flow Control Division supporting manufacturing operations and quick response centers in 25 countries. Before that, she was CFO for the Intelligence, Surveillance and Reconnaissance Systems (ISRS) business at Raytheon spanning operations in the US, Germany and the UK. Her career has also included leadership positions at ITT, Lennox International, Textron, Sterling Software and Texas Instruments.

Ms. Peffer earned her bachelor’s degree in finance and management from Texas Tech University and her MBA from Baker University.

Ms. Peffer brings considerable financial and leadership experience across multiple industries, coupled with global strategic and operational expertise. She has successfully implemented strategies, initiatives, systems and solutions that drive and support employee development, organizational change, performance excellence and revenue growth.

About Richard Burnett

Mr. Burnett is currently the President and Chief Executive Officer of Silver Creek Exploration, a privately held company focused on direct investments in non-operated working interests and royalties. Previously, Mr. Burnett served in the same roles at Silver Creek Oil & Gas, LLC, beginning in November 2019. Prior to this, Mr. Burnett served as the Chief Financial Officer of Covey Park Energy from June 2017 to October 2019.

From August 2016 until its sale to Parsley Energy, Inc. during the first half of 2018, Mr. Burnett served as the Chief Financial Officer of Double Eagle Energy Holdings II, a U.S. onshore E&P partnership with Apollo Natural Resource Partners. Prior to Joining Double Eagle in August 2016, Mr. Burnett spent three years at EXCO Resources, a publicly traded U.S. onshore E&P company, serving as Vice President, Chief Financial Officer and Chief Accounting Officer.

From 2002 to November 2013, Mr. Burnett was at KPMG, an international accounting firm, serving as a Partner beginning 2007. Starting in June 2012, he served as the Partner in charge of the Energy Audit Practice within the Dallas/Fort Worth Business Unit.

Prior to joining KPMG in 2002, Mr. Burnett spent time at Arthur Anderson and Marine Drilling Companies.

Since November 2016, Mr. Burnett has served as a member of the Select Water Solutions (NYSE: WTTR) Board and currently serves as the chairman of the Audit Committee and the lead independent director. He has previously served on the Board of Directors and as the Chairman of the Audit Committee for US Well Services, Inc. (NYSE: USWS) and served on the Board of Directors for Lone Star/Ranger Oil Corporation (NYSE: ROCC).

Mr. Burnett received a B.B.A. in Accounting from Texas Tech University.


Mr. Burnett brings extensive business and financial expertise to the board from his two decades of financial management, accounting and public company expertise in the oil and gas and accounting industries.

About Nine Energy Service

Nine Energy Service is an oilfield services company that offers completion solutions within North America and abroad. The Company brings years of experience with a deep commitment to serving clients with smarter, customized solutions and world-class resources that drive efficiencies. Serving the global oil and gas industry, Nine continues to differentiate itself through superior service quality, wellsite execution and cutting-edge technology. Nine is headquartered in Houston, Texas with operating facilities in the Permian, Eagle Ford, Haynesville, SCOOP/STACK, Niobrara, Barnett, Bakken, Marcellus, Utica and Canada.

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

Forward-Looking Statements

The foregoing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that do not state historical facts and are, therefore, inherently subject to risks and uncertainties. Forward-looking statements also include statements that refer to or are based on projections, uncertain events or assumptions. The forward-looking statements included herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof, and, except as required by law, the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments.

Nine Energy Service Investor Contact:

Heather Schmidt

Senior Vice President, Strategic Development & Investor Relations

(281) 730-5113

investors@nineenergyservice.com

v3.25.0.1
Document and Entity Information
Feb. 28, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001532286
Document Type 8-K
Document Period End Date Feb. 28, 2025
Entity Registrant Name NINE ENERGY SERVICE, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38347
Entity Tax Identification Number 80-0759121
Entity Address, Address Line One 2001 Kirby Drive
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Houston
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77019
City Area Code (281)
Local Phone Number 730-5100
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol NINE
Security Exchange Name NYSE
Entity Emerging Growth Company false

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