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): August 6, 2019
C&J Energy Services, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-38023
81-4808566
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
3990 Rogerdale Rd.
Houston, Texas 77042
(Address of principal executive office)
(713) 325-6000
(Registrant’s telephone number, including area code)  
N/A  
(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 (see General Instruction A.2. below):
  ¨ 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
CJ
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 August 6, 2019, C&J Energy Services, Inc. (“C&J”, the "Company" or “our”) issued a press release (the “Earnings Release”) announcing the Company’s financial and operating results for the second quarter of 2019. The Earnings Release is included as Exhibit 99.1 hereto, pursuant to Item 2.02 of Form 8-K.
C&J will host a conference call on Tuesday, August 6, 2019 at 10:00 a.m. ET / 9:00 a.m. CT to discuss our second quarter 2019 financial and operating results. Interested parties may listen to the conference call via a live webcast accessible on our website at www.cjenergy.com or by calling U.S. (Toll Free): 1-855-560-2574 or International: 1-412-542-4160 and asking for the “C&J Energy Services' Earnings Call.” Please dial-in ten to fifteen minutes before the scheduled call time to avoid any delays entering the earnings call. An archive of the webcast will be available shortly after the call on our website at www.cjenergy.com for twelve months following the call. A replay of the call will also be available for one week by calling U.S. (Toll Free): 1-877-344-7529 or International: 1-412-317-0088, using the access code: 10133211.
The Earnings Release and the Earnings Presentation (defined below) contain, and on the Earnings Call C&J’s management is expected to discuss, certain statements and information that speak to the Company’s expectations or predictions of the future. These statements and information may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to risks and uncertainties, many of which are beyond C&J’s control, which could cause C&J’s actual results to differ materially from those expressed in or implied by these statements. Please see C&J’s disclosures regarding risk factors and forward-looking statements in its filings with the SEC (including our most recently filed Annual Report on Form 10-K, and subsequently filed Current Reports on Form 8-K and Quarterly Reports on Form 10-Q) for a discussion of the known material factors that could cause C&J’s actual results to differ materially from those indicated or implied by such forward-looking statements.
Additionally, the Earnings Release and Earnings Presentation contain, and on the Earnings Call C&J’s management is expected to discuss, certain non-GAAP financial measures. C&J has provided information regarding its use of those non-GAAP financial measures, together with reconciliations of such measures to their most comparable GAAP measures, in the Earnings Release and the Earnings Presentation.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 2.02, and including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01
Regulation FD Disclosure
As disclosed under Item 2.02 hereof, on Tuesday, August 6, 2019, C&J issued the Earnings Release announcing its financial and operating results for the first quarter of 2019. A copy of the Earnings Release is furnished as Exhibit 99.1 hereto, pursuant to Item 7.01 of Form 8-K. In addition, C&J posted a presentation dated as of August 6, 2019 that




will be used in connection with the Earnings Call (the "Earnings Presentation") on the Company’s website at www.cjenergy.com, a copy of which is furnished as Exhibit 99.2 hereto, pursuant to Item 7.01 of Form 8-K.
In addition, the has Company posted an updated management presentation dated as of August 6, 2019, on the Company’s website , a copy of which is furnished as Exhibit 99.3 hereto.
C&J expressly disclaims any obligation to update these presentation materials or any other information posted on or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated in such materials. The inclusion of any data or statements in the presentation materials (or available on or through C&J’s website) does not signify that such information is considered material.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, and including Exhibit 99.2 and Exhibit 99.3 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01    Financial Statements and Exhibits
    
(d) Exhibits
Exhibit No.
 
Description of Exhibit
 
 
 
Press Release dated August 6, 2019.
 
Earnings Call Presentation dated August 6, 2019.
 
Management Presentation dated August 6, 2019.








SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
C&J ENERGY SERVICES, INC.
August 6, 2019
 
 
 
By:
/s/ Danielle Hunter
 
Name:
Danielle Hunter
 
Title:
Executive Vice President, General Counsel,
 
 
Chief Risk and Compliance Officer and
 
 
Corporate Secretary






CJENERGYSERVICESBLACKA03.JPG NEWS RELEASE


C&J Energy Services Announces Second Quarter 2019 Results


HOUSTON, TEXAS, August 6, 2019 – C&J Energy Services, Inc. (“C&J” or the “Company”) (NYSE: CJ) today announced financial and operating results for the second quarter ended June 30, 2019 .


Second Quarter 2019 Highlights and Recent Developments

Consolidated revenue totaled $501.1 million resulting in a net loss of $110.3 million , an Adjusted net loss of $13.1 million , and consolidated Adjusted EBITDA (1) of $52.0 million
Net cash increased $25.5 million resulting in free cash flow (1) generation
Executed on our disciplined returns focused strategy:
Idled two horizontal and one vertical fracturing fleet and other under-utilized equipment
Continued streamlining SG&A costs and reduced SG&A headcount by 11% since year-end 2018
Divested the majority of our South and West Texas fluids management assets on July 31, 2019
Preparation for proposed merger of equals with Keane Group, Inc. ("Keane") on schedule with HSR clearance received


Second Quarter 2019 Financial Results

(USD in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Change
 
June 30, 2019
 
March 31, 2019
 
June 30, 2018
 
Sequential
 
Year-on-year
Revenue
$
501,082

 
$
510,769

 
$
610,521

 
(1.9
)%
 
(17.9
)%
Net income (loss)
(110,306
)
 
(23,573
)
 
28,496

 
(367.9
)%
 
(487.1
)%
Adjusted net income (loss) (1)
(13,112
)
 
(18,530
)
 
34,960

 
29.2
 %
 
(137.5
)%
Operating income (loss)
(110,480
)
 
(22,771
)
 
30,894

 
(385.2
)%
 
(457.6
)%
Adjusted EBITDA (1)
51,980

 
49,557

 
91,914

 
4.9
 %
 
(43.4
)%
EPS
$
(1.69
)
 
$
(0.36
)
 
$
0.42

 
(369.4
)%
 
(502.4
)%
Adjusted EPS (1)
$
(0.20
)
 
$
(0.28
)
 
$
0.52

 
28.6
 %
 
(138.5
)%


C&J’s President and Chief Executive Officer, Don Gawick, commented, “We grew consolidated Adjusted EBITDA (1) approximately 5.0% and generated $25.6 million of free cash flow (1) in the second quarter despite a sequential decline in revenue driven by the competitive operating environment. Our continued focus on reducing our overall cost structure, coupled with the doubling of profitability in our Well Support Services segment, enabled us to improve consolidated profitability sequentially. With that said, our second quarter results were impacted by challenging headwinds that arose during the latter part of the quarter, most notably impacting our fracturing businesses. In addition to increased white space in our fracturing calendar, several of our fracturing fleets caught up to customer drilling rigs due to high levels of operational efficiency, and we experienced changes in customer work scope that resulted in fewer multi-well pads and instances of lower margin re-

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completion activity. Most of our other completion-oriented businesses experienced lower customer activity levels and a competitive pricing environment, which resulted in the stacking of under-utilized equipment, the closing of unprofitable locations, reductions in headcount, and the managing of labor costs in line with the changing market conditions.

“We continue to make strides to make C&J more profitable by streamlining our overall cost structure with meaningful quarter-over-quarter decreases in direct cost and Adjusted SG&A expense. In addition, we have cut our capital expenditure budget and further reduced corporate overhead. For example, we restructured our research and technology division, eliminated certain executive positions as well as senior leadership positions in our cementing business, and implemented our upgraded SAP enterprise resource planning system in early July 2019. I am also pleased to report that our third quarter 2019 results will reflect the divestiture of the majority of our South and West Texas fluids management assets, which closed on July 31, 2019. These actions, in combination with future headcount reductions associated with the fluids management asset divestiture, will result in further cost improvement and lower SG&A over the coming quarters. As always, we are committed to creating long-term value for our shareholders by executing a disciplined capital deployment strategy, maintaining a strong balance sheet, and generating additional free cash flow in the second half of the year.

“Finally, I am pleased to publicly welcome Amy Nelson as a new independent director to C&J’s Board. She joins us at an exciting time as C&J is preparing for a merger of equals with Keane. Amy complements our Board's skills and experiences, and I am confident she will provide valuable perspective as we continue to execute our strategy, drive profitability, and enhance value for all C&J stockholders.”

For the second quarter of 2019 , revenue totaled $501.1 million , a decrease of 17.9% compared to the second quarter of 2018 , and a decrease of 1.9% compared to the first quarter of 2019 . We reported a net loss of $110.3 million , or $(1.69) per diluted share, in the second quarter of 2019 . This compared to net income of $28.5 million , or $0.42 per diluted share, in the second quarter of 2018 , and a net loss of $23.6 million , or $(0.36) per diluted share, in the first quarter of 2019 .

We reported an Adjusted Net Loss (1) of $13.1 million , or $(0.20) per diluted share, for the second quarter of 2019 , compared to Adjusted Net Income of $35.0 million , or $0.52 per diluted share, for the second quarter of 2018 , and an Adjusted Net Loss of $18.5 million , or $(0.28) per diluted share, in the first quarter of 2019 . During the second quarter of 2019 , Adjusted EBITDA (1) totaled $52.0 million compared to Adjusted EBITDA of $91.9 million in the second quarter of 2018 , and Adjusted EBITDA of $49.6 million in the first quarter of 2019 . Please refer to the reconciliation table of net income (loss) to Adjusted Net Income (Loss) to Adjusted EBITDA in the back of this press release for further information on these non-GAAP financial measures.


Other Financial Information

Our selling, general and administrative ("SG&A") expense in the second quarter of 2019 was $54.6 million , compared to $59.9 million in the second quarter of 2018 , and $53.7 million in the first quarter of 2019 . The sequential increase was primarily the result of severance costs pertaining to the departure of two executive officers, business divestiture costs, and merger-related costs associated with the announced merger of equals with Keane, all of which were offset by decreased headcount, lower incentive compensation expense, and reduced corporate overhead. On an adjusted basis, Adjusted SG&A (1) expense decreased 19.8% year-over-year and 10.9% sequentially, which was partially driven by an 11% reduction in SG&A headcount since year end 2018. As a percentage of revenue, Adjusted SG&A expense decreased sequentially from 10.1% to 9.2% .

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Depreciation and amortization expense in the second quarter of 2019 was $58.1 million , compared to $54.4 million in the second quarter of 2018 , and $59.8 million in the first quarter of 2019 .

The softness in the energy equity markets and the consequential negative impact on our market capitalization during the second quarter triggered a PP&E and intangible asset recoverability test that prompted us to record a non-cash impairment charge of $79.9 million associated with assets in our Well Construction and Intervention Services segment. Additionally, in conjunction with the July 31, 2019 divestiture of the majority of our South and West Texas fluids management assets, we classified the assets as held for sale within our Well Support Services segment and recognized a loss on disposition of $8.0 million.


Liquidity and Capital Expenditures

As of June 30, 2019 , we had a cash balance of $114.4 million and no borrowings drawn on our ABL credit facility. We exited the second quarter with borrowing capacity of $265.6 million , resulting in $380.0 million of total liquidity as of June 30, 2019 . Capital expenditures totaled $42.9 million during the second quarter of 2019 , compared to $92.8 million in the second quarter of 2018 , and $48.3 million in the first quarter of 2019 .


Business Segment Results

Completion Services

In our Completion Services segment, we generated second quarter 2019 revenue of $322.4 million , a decrease of 21.9% compared to revenue of $412.9 million generated in the second quarter of 2018 , and a decrease of 1.4% compared to first quarter 2019 revenue of $327.1 million . For the second quarter of 2019 , we reported net income of $5.1 million resulting in Adjusted EBITDA (2) of $47.7 million . This is compared to net income of $54.0 million resulting in Adjusted EBITDA of $84.1 million for the second quarter of 2018 , and net income of $10.6 million resulting in Adjusted EBITDA of $54.4 million for the first quarter of 2019 .

Revenue and profitability in our Completion Services segment decreased sequentially primarily due to lower utilization in our fracturing business. During the second quarter, we experienced increased white space in our frac calendar due to unexpected scheduling gaps and drilling rig delays in select operating basins. In line with our returns-focused strategy, we continued to reduce our overall cost structure, and we idled two horizontal and one vertical fracturing fleet by the end of the second quarter to more appropriately align our asset base with current customer demand and market conditions. In our wireline and pumpdown businesses, revenue increased sequentially as customer activity levels improved in the Bakken, but profitability was essentially flat due to the competitive pricing environment, higher consumables costs, and reduced asset deployment in several basins as customers began to reduce their deployed fracturing fleets based on prevailing market conditions. In response, we continued to focus on efficient customers and further streamlined costs in both our wireline and pumpdown businesses, which included reallocating assets to more profitable locations and closing select operating districts in line with our disciplined returns-focused strategy.

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Well Construction and Intervention Services

In our Well Construction and Intervention Services ("WC&I") segment, we generated second quarter 2019 revenue of $72.7 million , a decrease of 26.6% compared to revenue of $99.1 million generated in the second quarter of 2018 , and a decrease of 8.1% compared to revenue of $79.1 million generated in the first quarter of 2019 . For the second quarter of 2019 , we reported a net loss of $84.0 million that included a $79.9 million non-cash impairment of PP&E and intangibles. Adjusted EBITDA (2) for the second quarter of 2019 totaled $6.9 million . This is compared to net income of $8.5 million resulting in Adjusted EBITDA of $19.9 million for the second quarter of 2018 , and a net loss of $3.4 million resulting in Adjusted EBITDA of $6.5 million for the first quarter of 2019 .

Segment revenue decreased sequentially due to lower customer activity levels and a more competitive pricing environment in our cementing business, but segment profitability increased primarily due to asset redeployment in our coiled tubing business and a more streamlined cost structure in our cementing business. In our coiled tubing business, we returned two large diameter units to service in West Texas to large, efficient customers that increased overall asset utilization, which was partially offset by continued soft activity levels in both South Texas and the Mid-Continent. We continued to experience lower overall drilling rig count and a competitive pricing environment in our cementing business that negatively affected customer activity levels, especially in our largest operating basin of West Texas and in the Mid-Continent. In response and in line with our returns focused strategy, we further reduced our cost structure by stacking lower utilized equipment, consolidating facilities, closing unprofitable districts, and managing labor and operational costs.

Well Support Services

In our Well Support Services segment, we generated second quarter 2019 revenue of $106.0 million , an increase of 7.5% compared to revenue of $98.5 million generated in the second quarter of 2018 , and an increase of 1.3% compared to revenue of $104.6 million generated in the first quarter of 2019 . For the second quarter of 2019 , we reported a net loss of $4.1 million resulting in Adjusted EBITDA (2) of $13.4 million . This is compared to a net loss of $3.2 million resulting in Adjusted EBITDA of $11.4 million for second quarter of 2018 , and a net loss of $4.5 million resulting in Adjusted EBITDA of $7.0 million for the first quarter of 2019 .

Segment revenue and profitability increased sequentially due to higher customer activity levels in most of our operating basins, improved weather conditions, and additional workdays with longer daylight hours characteristic of the second quarter. In our rig services business, we benefited from improved customer activity levels in both California and the Bakken, which was partially offset by decreased workover rig count in West Texas. In addition, we achieved our highest deployed rig counts in over a year in both California and the Mid-Continent due to improved maintenance and completion-driven activities. In our fluids management business, we deployed additional trucks in California to meet growing customer demand for fluids hauling and disposal services.


Forward Outlook

Focusing on the third quarter of 2019, we currently expect our consolidated revenue to decline modestly, primarily due to the divestiture of the majority of our South and West Texas fluids management assets on July 31, 2019, continued white space in

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our fracturing calendar as customers closely manage capital expenditures, and lower activity levels and pricing pressure in our cementing business. In our Completion Services segment, we expect the pricing environment to remain competitive and we are preparing for instances of budget exhaustion and delayed completion activity late in the third quarter. Even though we anticipate improved financial results in our coiled tubing business from the return to service of select units, we expect revenue to decline in our Well Construction and Intervention Services segment due to continued challenging market conditions in our cementing business. After improving late in the first quarter, the drilling rig count serviced by our cementing business began to decline again in the second quarter, specifically in our largest operating basin of West Texas and the Mid-Continent. If current market conditions persist, we are prepared to further streamline our cost structure in this business and stack additional equipment during the third quarter. In our Well Support Services segment, we expect revenue to decline due to the announced fluids management asset divestiture, which should be partially offset by slightly improved activity levels in our rig services and special services businesses. We will remain focused on the things that we can control and stay committed to maintaining capital spending discipline and generating additional free cash flow in the second half of 2019.


Merger of Equals with Keane Group Update

On June 16, 2019, C&J entered into an Agreement and Plan of Merger with Keane Group, Inc. and one of its subsidiaries (“Keane”). Following the merger, C&J will be a direct, wholly owned subsidiary of Keane. Upon closing Keane will be renamed and have a new ticker symbol. The merger is expected to close in the fourth quarter of 2019, pending the satisfaction of certain customary conditions including the approval of the merger by the affirmative vote of holders of a majority of the outstanding common stock of C&J, and approval of the issuance of common stock of Keane to C&J stockholders in connection with the merger by the affirmative vote of a majority of the votes cast by holders of common stock of Keane at a meeting of Keane stockholders at which a quorum is present. In July, we received notification of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the proposed merger. The termination satisfies one of the conditions to the closing of the proposed merger.


Conference Call Information

We will host a conference call on Tuesday, August 6, 2019 at 10:00 a.m. ET / 9:00 a.m. CT to discuss our second quarter 2019 financial and operating results. Interested parties may listen to the conference call via a live webcast accessible on our website at www.cjenergy.com or by calling U.S. (Toll Free): 1-855-560-2574 or International: 1-412-542-4160 and asking for the “C&J Energy Services' Earnings Call.” Please dial-in ten to fifteen minutes before the scheduled call time to avoid any delays entering the earnings call. An archive of the webcast will be available shortly after the call on our website at www.cjenergy.com for twelve months following the call. A replay of the call will also be available for one week by calling U.S. (Toll Free): 1-877-344-7529 or International: 1-412-317-0088, using the access code: 10133211.



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About C&J Energy Services

C&J Energy Services is a leading provider of well construction and intervention, well completion, well support and other complementary oilfield services and technologies to independent and major oilfield companies engaged in the exploration, production and development of oil and gas properties in onshore basins throughout the continental United States. We offer a diverse, integrated suite of services across the life cycle of the well, including hydraulic fracturing, cased-hole wireline and pumpdown, cementing, coiled tubing, rig services, fluids management, and specialty well site support services. We are headquartered in Houston, Texas and operate across all active onshore basins of the continental United States. For additional information about C&J, please visit www.cjenergy.com .


C&J Energy Services Investor Contact
Daniel E. Jenkins
Vice President – Investor Relations
investors@cjenergy.com
1-713-260-9986


This news release (and any oral statements made regarding the subjects of this release, including those related to the proposed merger with Keane and those that may be made on the conference call announced herein) contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address circumstances, activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. In addition, words such as “anticipate,” “believe,” “ensure,” “expect,” “if,” “once” “intend,” “plan,” “focus,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely” and similar expressions that convey the uncertainty of future events or outcomes, and the negative thereof, are intended to identify forward-looking statements. Forward-looking statements contained in this news release, which are not generally historical in nature, include those that express a belief, expectation or intention regarding our future activities, plans and goals and our current expectations with respect to, among other things: our ability to successfully integrate acquisitions; our operating cash flows, the availability of capital and our liquidity; our future revenue, income and operating performance; our ability to sustain and improve our utilization, revenue and margins; our ability to maintain acceptable pricing for our services; future capital expenditures; our ability to finance equipment, working capital and capital expenditures; our ability to execute our long-term growth strategy; our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements; and the timing and success of strategic initiatives and special projects.

Forward-looking statements are not assurances of future performance and actual results could differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, expectations and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Our forward-looking statements involve significant risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks associated with the following: we may be unable to obtain governmental, stockholder and/or regulatory approvals required for the proposed Merger, or required approvals may delay the proposed Merger or result in the imposition of conditions that could cause the parties to abandon the proposed Merger; conditions to closing the proposed Merger may not be satisfied

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or the timing to complete the proposed Merger may change; we may not realize, or it may take longer to realize, expected cost savings, benefits and any other synergies from the proposed Merger; disruption from the proposed Merger may make it more difficult to maintain relationships with customers, employees or suppliers; a decline in demand for our services, including due to supply of oil and gas, declining or perceived instability of commodity prices, overcapacity of supply, constrained pipeline capacity and other competitive factors affecting our industry; the cyclical nature and volatility of the oil and gas industry, which impacts the level of drilling, completion and production activity and spending patterns by our customers; a decline in, or substantial volatility of, crude oil and gas commodity prices, which generally leads to decreased spending by our customers and negatively impacts drilling, completion and production activity; pressure on pricing for our services, including due to competition and industry and/or economic conditions, which may impact, among other things, our ability to implement price increases or maintain pricing and margin on our services; the loss of, or interruption or delay in operations by, one or more of our significant customers; the failure by one or more of our significant customers to pay amounts when due, or at all; adverse weather conditions in oil or gas producing regions; changes in customer requirements in the markets we serve; costs, delays, compliance requirements and other difficulties in executing our short-and long-term business plans and growth strategies; the effects of recent or future acquisitions or customer opportunities on our business, including our ability to successfully integrate our operations and the costs incurred in doing so and the costs and potential liabilities associated with new or expanded areas of operational risks (such as offshore or international operations); business growth outpacing the capabilities of our infrastructure; operating hazards inherent in our industry, including the possibility of accidents resulting in personal injury or death, property damage or environmental damage; the loss of, or interruption or delay in operations by, one or more of our key suppliers, including resulting from product defects, recalls or suspensions; the effect of environmental and other governmental regulations on our operations, including the risk that future changes in the regulation of hydraulic fracturing could reduce or eliminate demand for our hydraulic fracturing services; the incurrence of significant costs and liabilities resulting from litigation or governmental proceedings; the incurrence of significant costs and liabilities or severe restrictions on our operations or the inability to perform certain operations or provide certain services resulting from a failure to comply, or our compliance with, new or existing regulations; the effect of new or existing regulations, industry and/or commercial conditions on the availability of and costs for raw materials, consumables and equipment; the loss of, or inability to attract, key management and other competent personnel; a shortage of qualified workers; our ability to implement new technologies and services; damage to or malfunction of equipment; our ability to maintain sufficient liquidity and/or obtain adequate financing to allow us to execute our business plan; and our ability to comply with covenants under our debt facilities.

For additional information regarding known material factors that could affect our operating results and performance, please see our most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, which are available at the SEC's website, http://www.sec.gov. Should one or more of these known material risks occur, or should the underlying assumptions change or prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statement. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All subsequent written or oral forward-looking statements concerning us are expressly qualified in their entirety by the cautionary statements above. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law.


Important Additional Information Regarding the Merger of Equals Will Be Filed With the SEC

In connection with the proposed merger, Keane has filed a registration statement on Form S 4 that includes a joint proxy statement of Keane and C&J that also constitutes a prospectus of Keane with the Securities and Exchange Commission (the “SEC”). Each of Keane and C&J have also filed other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and stockholders may obtain free copies of these documents and other documents containing important information

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about Keane and C&J through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Keane are available free of charge on Keane’s website at http://www.keanegrp.com or by contacting Keane’s Investor Relations Department by email at investors@keanegrp.com or by phone at 281-929-0370. Copies of the documents filed with the SEC by C&J are available free of charge on C&J’s website at www.cjenergy.com or by contacting C&J’s Investor Relations Department by email at investors@cjenergy.com or by phone at 713-325-6000.


Participants in the Solicitation

C&J, Keane and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of C&J is set forth in its proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on April 9, 2019, and C&J’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 27, 2019. Information about the directors and executive officers of Keane is set forth in Keane’s proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on April 1, 2019, and Keane’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 27, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC regarding the proposed merger. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from C&J or Keane using the sources indicated above.


No Offer or Solicitation

This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.


_________________________

(1)
Adjusted Net Income (Loss) is defined as net income (loss) plus the after-tax amount of merger/transaction-related costs and other non-routine items. Adjusted EPS is calculated as Adjusted Net Income (Loss) divided by diluted weighted average common shares outstanding. Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation and amortization, other income (expense), gain or loss on disposal of assets, merger/transaction-related costs, non-cash share-based compensation expense and other non-routine items. Adjusted SG&A is defined as selling, general and administrative expenses adjusted for severance and business divestiture costs, merger/transaction-related costs, restructuring costs and other non-routine items. Free cash flow is defined as the net increase (decrease) in cash and cash equivalents before financing activities, including share repurchase activity. Management believes that Adjusted Net Income (Loss), Adjusted EBITDA on a consolidated basis are useful to investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of the Company’s normal operating results. Management believes free cash flow is important to investors in that it

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provides a useful measure to assess management's effectiveness in the areas of profitability and capital management. For a reconciliation of net income (loss) to each of Adjusted Net Income (Loss), Adjusted EBITDA and for a reconciliation of net increases (decreases) in cash and cash equivalents to free cash flow, please see the tables at the end of this press release. Adjusted EBITDA per fully-utilized fleet on an annualized basis, is a non-GAAP measure and is defined as (i) the earnings before net interest expense, income taxes, depreciation and amortization, other income (expense), gain or loss on disposal of assets, acquisition-related costs, non-cash share-based compensation expense and other non-routine items for the fracturing product line, (ii) divided by the fully-utilized fleets (average active fleets multiplied by fleet utilization) per quarter, and then (iii) multiplied by four. Adjusted EBITDA per fully-utilized fleet on an annualized basis is used by management to evaluate the operating performance of the business for comparable periods, and the Company believes it is important as an indicator of operating performance of our fracturing product line because it excludes the effects of the capital structure and certain non-cash items from the fracturing product line’s operating results. For a reconciliation of Adjusted EBITDA per fully-utilized fleet on an annualized basis, please see the tables at the end of this press release.
(2)
Adjusted EBITDA at the segment level is not considered to be a non-GAAP financial measure as it is our segment measure of profit or loss and is required to be disclosed under GAAP pursuant to ASC 280. Reconciliations of Adjusted EBITDA from net income at a segment level are being provided as supplemental financial information.




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9
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
( In thousands, except per share data)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
March 31, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Revenue
$
501,082

 
$
510,769

 
$
610,521

 
$
1,011,851

 
$
1,163,521

Costs and expenses:
 
 
 
 
 
 
 
 
 
Direct costs
408,514

 
416,339

 
463,602

 
824,853

 
882,599

Selling, general and administrative expenses
54,562

 
53,684

 
59,908

 
108,246

 
125,843

Research and development
1,696

 
1,805

 
1,681

 
3,501

 
3,553

Depreciation and amortization
58,093

 
59,756

 
54,387

 
117,849

 
100,730

Impairment expense
79,935

 

 

 
79,935

 

(Gain) loss on disposal of assets
8,762

 
1,956

 
49

 
10,718

 
(440
)
Operating income (loss)
(110,480
)
 
(22,771
)
 
30,894

 
(133,251
)
 
51,236

Other income (expense):
 
 
 
 
 
 
 
 
 
Interest expense, net
(442
)
 
(347
)
 
(2,185
)
 
(789
)
 
(2,613
)
Other income (expense), net
(449
)
 
465

 
(1,106
)
 
16

 
(486
)
Total other income (expense)
(891
)
 
118

 
(3,291
)
 
(773
)
 
(3,099
)
Income (loss) before income taxes
(111,371
)
 
(22,653
)
 
27,603

 
(134,024
)
 
48,137

Income tax expense (benefit)
(1,065
)
 
920

 
(893
)
 
(145
)
 
(953
)
Net income (loss)
$
(110,306
)
 
$
(23,573
)
 
$
28,496

 
$
(133,879
)
 
$
49,090

Net income (loss) per common share:
 
 
 
 
 
 
 
 
 
Basic
$
(1.69
)
 
$
(0.36
)
 
$
0.42

 
$
(2.06
)
 
$
0.73

Diluted
$
(1.69
)
 
$
(0.36
)
 
$
0.42

 
$
(2.06
)
 
$
0.73

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
65,082

 
65,030

 
67,268

 
65,056

 
67,227

Diluted
65,082

 
65,030

 
67,268

 
65,056

 
67,267



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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
June 30, 2019
 
December 31, 2018
 
 
(Unaudited)
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
114,374

 
$
135,746

Accounts receivable, net of allowance of $8,655 at June 30, 2019 and $4,877 at December 31, 2018
 
341,475

 
309,104

Inventories, net
 
57,905

 
62,633

Prepaid and other current assets
 
37,396

 
22,357

Total current assets
 
551,150

 
529,840

Property, plant and equipment, net of accumulated depreciation of $368,074 at June 30, 2019 and $320,134 at December 31, 2018
 
679,480

 
737,292

Other assets:
 
 
 
 
Intangible assets, net
 
54,483

 
115,072

Deferred financing costs, net of accumulated amortization of $3,417 at June 30, 2019 and $2,932 at December 31, 2018
 
4,089

 
4,574

Right-of-use asset, net
 
25,741

 

Other noncurrent assets
 
15,144

 
37,676

Total assets
 
$
1,330,087

 
$
1,424,454

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
157,188

 
$
140,109

Payroll and related costs
 
38,745

 
48,873

Accrued expenses
 
54,014

 
55,430

Current portion of lease liability
 
6,707

 

Total current liabilities
 
256,654

 
244,412

Long-term lease liability
 
16,281

 

Other long-term liabilities
 
25,123

 
26,713

Total liabilities
 
298,058

 
271,125

Commitments and contingencies
 
 
 
 
Stockholders' equity
 
 
 
 
Common stock, par value of $0.01, 1,000,000,000 shares authorized, 66,055,287 and 66,120,015 issued and outstanding at June 30, 2019 and December 31, 2018, respectively
 
661

 
661

Additional paid-in capital
 
1,286,011

 
1,273,524

Accumulated other comprehensive loss
 
(56
)
 
(148
)
Retained deficit
 
(254,587
)
 
(120,708
)
Total stockholders' equity
 
1,032,029

 
1,153,329

Total liabilities and stockholders’ equity
 
$
1,330,087

 
$
1,424,454


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11
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Six Months Ended
 
 
June 30, 2019
 
June 30, 2018
Cash flows from operating activities:
 
 
 
 
Net income (loss)
 
$
(133,879
)
 
$
49,090

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
117,849

 
100,730

Impairment expense
 
79,935

 

Provision for doubtful accounts
 
4,212

 
1,497

(Gain) loss on disposal of assets
 
10,718

 
(440
)
Share-based compensation expense
 
13,572

 
10,917

Amortization of deferred financing costs
 
505

 
1,856

Right-of-use asset expense
 
4,122

 

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(36,526
)
 
(46,408
)
Inventories
 
4,835

 
(6,020
)
Prepaid expenses and other current assets
 
(4,943
)
 
2,933

Accounts payable
 
19,287

 
40,239

Payroll related costs and accrued expenses
 
(12,478
)
 
(23,077
)
Income taxes
 
322

 
4,215

Other
 
3,874

 
(805
)
Net cash provided by operating activities
 
71,405

 
134,727

Cash flows from investing activities:
 
 
 
 
Purchases of and deposits on property, plant and equipment
 
(91,273
)
 
(155,790
)
Proceeds from disposal of property, plant and equipment and non-core service lines
 
2,761

 
20,862

Business acquisition purchase price adjustment
 

 
1,500

Net cash used in investing activities
 
(88,512
)
 
(133,428
)
Cash flows from financing activities:
 
 
 
 
Financing costs
 

 
(3,144
)
Employee tax withholding on restricted stock vesting
 
(1,085
)
 
(2,193
)
Shares repurchased and retired
 
(3,298
)
 

Net cash used in financing activities
 
(4,383
)
 
(5,337
)
Effect of exchange rate changes on cash
 
118

 
193

Net decrease in cash and cash equivalents
 
(21,372
)
 
(3,845
)
Cash and cash equivalents, beginning of period
 
135,746

 
113,887

Cash and cash equivalents, end of period
 
$
114,374

 
$
110,042


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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF SG&A TO ADJUSTED SG&A
(In thousands)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
March 31, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
SG&A
$
54,562

 
$
53,684

 
$
59,908

 
$
108,246

 
$
125,843

Severance and business divestiture costs
(5,748
)
 
(1,079
)
 
(40
)
 
(6,827
)
 
(5,014
)
Merger/transaction-related costs
(2,640
)
 

 
(243
)
 
(2,640
)
 
(970
)
Restructuring costs and other
(70
)
 
(861
)
 
(2,163
)
 
(931
)
 
(3,286
)
Adjusted SG&A
$
46,104

 
$
51,744

 
$
57,462

 
$
97,848

 
$
116,573

 
 
 
 
 
 
 
 
 
 
Revenue
$
501,082

 
$
510,769

 
$
610,521

 
$
1,011,851

 
$
1,163,521

Adjusted SG&A as a percentage of revenue
9.2
%
 
10.1
%
 
9.4
%
 
9.7
%
 
10.0
%


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13
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED
NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands, except per share data)
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
March 31, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Net income (loss)
$
(110,306
)
 
$
(23,573
)
 
$
28,496

 
$
(133,879
)
 
$
49,090

Adjustments, net of tax:
 
 
 
 
 
 
 
 
 
Severance and business divestiture costs
7,668

 
3,336

 
1,150

 
11,004

 
7,290

Loss on disposal of assets
6,881

 

 

 
6,881

 

Impairment expense
79,935

 

 

 
79,935

 

Merger/transaction-related costs
2,640

 

 
243

 
2,640

 
970

Non-cash deferred financing charge

 

 
1,508

 

 
1,508

Restructuring costs and other
70

 
1,707

 
3,563

 
1,777

 
4,686

Adjusted net income (loss)
$
(13,112
)
 
$
(18,530
)
 
$
34,960

 
$
(31,642
)
 
$
63,544

Depreciation and amortization
58,093

 
59,756

 
54,387

 
117,849

 
100,730

(Gain) loss on disposal of assets
1,881

 
1,956

 
(1,061
)
 
3,837

 
(1,550
)
Interest expense, net
442

 
347

 
677

 
789

 
1,105

Other (income) expense, net
449

 
(465
)
 
(294
)
 
(16
)
 
(914
)
Income tax expense (benefit)
(1,065
)
 
920

 
(893
)
 
(145
)
 
(953
)
Non-cash share-based compensation, excluding severance
5,292

 
5,573

 
4,138

 
10,865

 
8,510

Adjusted EBITDA
$
51,980

 
$
49,557

 
$
91,914

 
$
101,537

 
$
170,472

Per common share:
 
 
 
 
 
 
 
 
 
Net income (loss) diluted
$
(1.69
)

$
(0.36
)
 
$
0.42

 
$
(2.06
)
 
$
0.73

Adjusted net income (loss) diluted
$
(0.20
)
 
$
(0.28
)
 
$
0.52

 
$
(0.49
)
 
$
0.94

Diluted weighted average common shares outstanding
65,082

 
65,030

 
67,268

 
65,056

 
67,267



Page
14
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF FRACTURING NET INCOME TO FRACTURING ADJUSTED EBITDA
(In thousands, except average active fleet data)
(Unaudited)
 
Three Months Ended
 
June 30, 2019
 
March 31, 2019
Fracturing net income
$
5,539

 
$
10,423

Adjustments, net of tax:
 
 
 
Depreciation and amortization
26,670

 
29,172

Loss on disposal of assets
2,409

 
2,058

Non-cash share-based compensation
210

 
209

Severance and business divestiture costs
248

 

Fracturing adjusted EBITDA
$
35,076

 
$
41,862

Average active fleets
16.1

 
16.1

Fleet utilization
77
%
 
87
%
Annualized Adjusted EBITDA per fully-utilized fleet


$
11,284

 
$
11,962




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15
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
 
 
Three Months Ended June 30, 2019
 
 
Completion
Services
 
WC&I
 
Well Support Services
 
Corporate / Elimination
 
Total
Net income (loss)
 
$
5,138

 
$
(84,019
)
 
$
(4,052
)
 
$
(27,373
)
 
$
(110,306
)
Depreciation and amortization
 
36,907

 
8,950

 
10,368

 
1,868

 
58,093

Impairment expense
 

 
79,935

 

 

 
79,935

(Gain) loss on disposal of assets
 
2,186

 
(125
)
 
6,623

 
78

 
8,762

Interest expense, net
 

 

 
33

 
409

 
442

Other (income) expense, net
 
312

 
30

 
(189
)
 
296

 
449

Income tax benefit
 

 

 

 
(1,065
)
 
(1,065
)
Severance and business divestiture costs
 
2,063

 
1,865

 
123

 
3,617

 
7,668

Merger/transaction-related costs
 

 

 

 
2,640

 
2,640

Non-cash share-based compensation, excluding severance
 
1,097

 
311

 
477

 
3,407

 
5,292

Restructuring costs and other
 
3

 

 

 
67

 
70

Adjusted EBITDA
 
$
47,706

 
$
6,947

 
$
13,383

 
$
(16,056
)
 
$
51,980



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16
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
 
 
Three Months Ended March 31, 2019
 
 
Completion
Services
 
WC&I
 
Well Support Services
 
Corporate / Elimination
 
Total
Net income (loss)
 
$
10,603

 
$
(3,374
)
 
$
(4,468
)
 
$
(26,334
)
 
$
(23,573
)
Depreciation and amortization
 
39,837

 
7,885

 
10,248

 
1,786

 
59,756

(Gain) loss on disposal of assets
 
2,035

 
(14
)
 
(64
)
 
(1
)
 
1,956

Interest expense, net
 

 

 
33

 
314

 
347

Other (income) expense, net
 
184

 

 
(375
)
 
(274
)
 
(465
)
Income tax expense
 

 

 

 
920

 
920

Severance and business divestiture costs
 
1,128

 
284

 
1,110

 
814

 
3,336

Non-cash share-based compensation, excluding severance
 
1,163

 
372

 
504

 
3,534

 
5,573

Restructuring costs and other
 
(515
)
 
1,361

 

 
861

 
1,707

Adjusted EBITDA
 
$
54,435

 
$
6,514

 
$
6,988

 
$
(18,380
)
 
$
49,557



Page
17
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
 
 
Three Months Ended June 30, 2018
 
 
Completion
Services
 
WC&I
 
Well Support Services
 
Corporate / Elimination
 
Total
Net income (loss)
 
$
53,953

 
$
8,538

 
$
(3,231
)
 
$
(30,764
)
 
$
28,496

Depreciation and amortization
 
29,466

 
10,018

 
13,600

 
1,303

 
54,387

(Gain) loss on disposal of assets
 
(1,422
)
 
1,202

 
269

 

 
49

Interest expense, net
 

 

 
18

 
2,167

 
2,185

Other (income) expense, net
 
1,255

 
(227
)
 
104

 
(26
)
 
1,106

Income tax benefit
 

 

 

 
(893
)
 
(893
)
Severance and business divestiture costs
 

 

 
40

 

 
40

Merger/transaction-related costs
 

 
101

 
134

 
8

 
243

Non-cash share-based compensation, excluding severance
 
866

 
308

 
503

 
2,461

 
4,138

Restructuring costs and other
 

 

 

 
2,163

 
2,163

Adjusted EBITDA
 
$
84,118

 
$
19,940

 
$
11,437


$
(23,581
)
 
$
91,914



Page
18
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C&J ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
TO FREE CASH FLOW GENERATION (USAGE)
(In thousands)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
Net increase (decrease) in cash and cash equivalents
$
25,544

 
$
(21,372
)
Share repurchases (1)

 
3,298

Other financing activities
49

 
967

Free Cash Flow generation (usage)
$
25,593

 
$
(17,107
)
_________________________
(1) Share repurchases were transacted in December 2018 and settled in cash in January 2019.


Page
19
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This presentation (and any oral statements made regarding the matters in this presentation, including those related to the proposed merger with Keane) contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address circumstances, activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. In addition, words such as “anticipate,” “believe,” “ensure,” “expect,” “if,” “once” “intend,” “plan,” “focus,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely” and similar expressions that convey the uncertainty of future events or outcomes, and the negative thereof, are intended to identify forward-looking statements. Forward-looking statements contained in this presentation, which are not generally historical in nature, include those that express a belief, expectation or intention regarding our future activities, plans and goals and our current expectations with respect to, among other things: our ability to successfully integrate acquisitions; our operating cash flows, the availability of capital and our liquidity; our future revenue, income and operating performance; our ability to sustain and improve our utilization, revenue and margins; our ability to maintain acceptable pricing for our services; future capital expenditures; our ability to finance equipment, working capital and capital expenditures; our ability to execute our long-term growth strategy; our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements; and the timing and success of strategic initiatives and special projects. Forward-looking statements are not assurances of future performance and actual results could differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, expectations and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Our forward-looking statements involve significant risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks associated with the following: we may be unable to obtain governmental, stockholder and/or regulatory approvals required for the proposed Merger, or required approvals may delay the proposed Merger or result in the imposition of conditions that could cause the parties to abandon the proposed Merger; conditions to closing the proposed Merger may not be satisfied or the timing to complete the proposed Merger may change; we may not realize, or it may take longer to realize, expected cost savings, benefits and any other synergies from the proposed Merger; disruption from the proposed Merger may make it more difficult to maintain relationships with customers, employees or suppliers; a decline in demand for our services, including due to supply of oil and gas, declining or perceived instability of commodity prices, overcapacity of supply, constrained pipeline capacity and other competitive factors affecting our industry; the cyclical nature and volatility of the oil and gas industry, which impacts the level of drilling, completion and production activity and spending patterns by our customers; a decline in, or substantial volatility of, crude oil and gas commodity prices, which generally leads to decreased spending by our customers and negatively impacts drilling, completion and production activity; pressure on pricing for our services, including due to competition and industry and/or economic conditions, which may impact, among other things, our ability to implement price increases or maintain pricing and margin on our services; the loss of, or interruption or delay in operations by, one or more of our significant customers; the failure by one or more of our significant customers to pay amounts when due, or at all; adverse weather conditions in oil or gas producing regions; changes in customer requirements in the markets we serve; costs, delays, compliance requirements and other difficulties in executing our short-and long-term business plans and growth strategies; the effects of recent or future acquisitions or customer opportunities on our business, including our ability to successfully integrate our operations and the costs incurred in doing so and the costs and potential liabilities associated with new or expanded areas of operational risks (such as offshore or international operations); business growth outpacing the capabilities of our infrastructure; operating hazards inherent in our industry, including the possibility of accidents resulting in personal injury or death, property damage or environmental damage; the loss of, or interruption or delay in operations by, one or more of our key suppliers, including resulting from product defects, recalls or suspensions; the effect of environmental and other governmental regulations on our operations, including the risk that future changes in the regulation of hydraulic fracturing could reduce or eliminate demand for our hydraulic fracturing services; the incurrence of significant costs and liabilities resulting from litigation or governmental proceedings; the incurrence of significant costs and liabilities or severe restrictions on our operations or the inability to perform certain operations or provide certain services resulting from a failure to comply, or our compliance with, new or existing regulations; the effect of new or existing regulations, industry and/or commercial conditions on the availability of and costs for raw materials, consumables and equipment; the loss of, or inability to attract, key management and other competent personnel; a shortage of qualified workers; our ability to implement new technologies and services; damage to or malfunction of equipment; our ability to maintain sufficient liquidity and/or obtain adequate financing to allow us to execute our business plan; and our ability to comply with covenants under our debt facilities. For additional information regarding known material factors that could cause our actual results to differ from our present expectations and projected results, please see our filings with the U.S. Securities and Exchange Commission, including our Current Reports on Form 8-K that we file from time to time, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All subsequent written or oral forward-looking statements concerning us are expressly qualified in their entirety by the cautionary statements above. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All subsequent written or oral forward-looking statements concerning us are expressly qualified in their entirety by the cautionary statements above. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law. All information in this presentation is as of June 30, 2019 unless otherwise indicated. Non-GAAP Financial Measures: This presentation includes consolidated Adjusted EBITDA, Adjusted EBITDA per fully-utilized fleet, Adjusted Net Income, and Free Cash Flow, all of which are measures not calculated in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Please see slides 16 – 19 for a reconciliation of net income (loss) to each of Adjusted Net Income (loss) and Adjusted EBITDA, a reconciliation of net increases (decreases) in cash and cash equivalents to free cash flow, a reconciliation of fracturing net income (loss) to Adjusted EBITDA, and a reconciliation of SG&A to Adjusted SG&A. Segment Adjusted EBITDA: Adjusted EBITDA at the segment level is not considered to be a non-GAAP financial measure as it is our segment measure of profit or loss and is required to be disclosed pursuant to ASC 280, Segment Reporting. Certain Definitions: We calculate “margin %” as the specified metric divided by revenue.


 
● Consolidated revenue totaled $501 million, generating Adjusted EBITDA(1) of $52 million, reported Adjusted EPS(1) of ($0.20), and free cash flow(2) of $26 million ● Stacked under-utilized equipment in several businesses and idled two horizontal and one vertical fracturing fleet, generating annualized Adjusted EBITDA per fully-utilized fleet(3) of ~$11.3 million vs. ~$12 million in the prior quarter ● Reduced SG&A headcount 11% since year-end 2018 ● Restructured our research & technology division, eliminated two executive positions, flattened the management structure in our cementing business, and upgraded our SAP ERP system, which positions us well for further productivity and efficiency improvement in the coming quarters ● Cost reductions resulted in Adjusted SG&A(4) expense decreasing 20% y-o-y and 11% sequentially ● Well Support Services segment Adjusted EBITDA(1) doubled sequentially, generating double-digit segment Adjusted EBITDA margin in line with previous guidance ● Divested the majority of our South and West Texas fluids management assets on July 31, 2019 1. See slide 16 for a reconciliation of net income (loss) to Adjusted Net Income (loss) to Adjusted EBITDA and Adjusted EPS. 2. See slide 17 for a reconciliation of net increase (decrease) in cash and cash equivalents to free cash flow. 3. See slide 18 for a reconciliation of fracturing net income (loss) to fracturing Adjusted EBITDA per fully-utilized fleet. 4. See slide 19 for a reconciliation of SG&A to Adjusted SG&A.


 
2Q’19 Market Conditions Consolidated Revenue ● Revenue decreased 18% y-o-y and 2% sequentially; Adj. ($ in MM) EBITDA decreased 43% y-o-y, but increased 5% sequentially $611 ● Results negatively affected by increased white space in our frac calendar and lower customer activity levels and competitive $568 pricing in most of our non-fracturing businesses ● Wireline and Pumpdown experienced improved activity levels in $511 $501 $491 most basins; however, pricing has remained competitive ● Returned two large diameter coiled tubing units to service by late May, but lower drilling rig count and competitive pricing in our cementing business negatively affected WC&I results 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 ● Well Support Services segment activity levels increased mostly from improved workover rig counts in California resulting in improved segment profitability Consolidated Adjusted EBITDA(1) Consolidated Adjusted Net Income (loss)(1) ($ in MM) Margin (%) ($ in MM) 15% $35 $92 14% $77 11% 10% 10% $11 $52 $53 $50 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 -$13 -$18 -$19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 1. See slide 16 for a reconciliation of net income (loss) to Adjusted Net Income (loss) to Adjusted EBITDA.


 
Revenue by Business Revenue by Basin Fluids Management 7% 9% Rig Services 14% 15% 34% Fracturing Coiled Tubing 44% 5% 13% 10% Cementing 2% 10% 19% Other 18% Completions Wireline & Pumpdown West Texas South Texas / East Texas Rockies / Bakken California 79% of Revenue from New Well Focused Services Mid-Continent Northeast


 
($ in MM) ● Segment revenue decreased 22% year-over-year and 1% sequentially to $322MM $413 $373 ● Segment Adjusted EBITDA decreased 43% year- over-year and 12% sequentially to $48MM $327 $322 $293 ● Fracturing revenue decreased 24% year-over-year and 7% sequentially to $220MM ● Fracturing experienced increased white space in the frac calendar mostly due to operational inefficiencies 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 ● Stacked two horizontal and one vertical fracturing fleet due to decreased utilization Margin (%) ($ in MM) ● Annualized Adjusted EBITDA per fully-utilized fleet(1) 20% declined 6% sequentially to $11.3 million $84 18% $67 17% ● Wireline and Pumpdown revenue decreased 20% 15% 15% $54 year-over-year, but increased 11% sequentially $48 $44 ● Wireline and Pumpdown experienced a sequential increase in customer activity levels, especially in our largest operating basin of the Bakken 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 ● Wireline and Pumpdown activity levels are expected to remain stable relative to 2Q’19 exit rates; however, pricing is expected to remain competitive 1. See slide 18 for a reconciliation of fracturing net income (loss) to fracturing Adjusted EBITDA per fully-utilized fleet.


 
($ in MM) ● Segment revenue decreased 27% year-over-year and 8% sequentially to $73 million $99 $96 ● Segment Adjusted EBITDA decreased year-over- $94 year, but increased 8% sequentially to $7 million $79 $73 ● Segment profitability improved due to the: o Return of two large diameter coiled tubing units to service by late-May o Stacking of under-utilized equipment, closing 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 unprofitable facilities and further streamlining corporate overhead in Cementing Margin (%) ● Cementing revenue decreased 30% year-over-year ($ in MM) and 11% sequentially to $48MM 20% ● Coiled Tubing revenue decreased 18% year-over- 18% year and 3% sequentially to $24MM $20 17% $17 $16 ● Return to service of large diameter units should 8% 10% increase Coiled Tubing revenue, but lower rig count $7 $7 and competitive pricing in Cementing will cause WC&I revenue to decline in 3Q’19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19


 
($ in MM) ● Segment revenue increased 8% year-over-year to $106MM and was essentially flat sequentially $106 $104 $105 ● Segment Adjusted EBITDA increased 17% year-over- $99 $99 year and doubled sequentially to $13MM ● Segment profitability increased primarily due to: o Higher customer activity levels in most operating basins 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 o Improved weather conditions o Additional workdays with longer daylight hours Margin (%) ● Rig Services experienced highest deployed rig count ($ in MM) in California and the Mid-Continent in over a year, 13% 13% partially offset by rig declines in West Texas 12% 11% $13 $13 $11 $11 ● Divested most of our South and West Texas Fluids 7% Management assets on July 31, 2019 $7 ● Segment revenue to decline in 3Q’19 due to the announced Fluids Management asset divestiture, which should be partially offset by slightly higher activity levels in our Rig Services and Special 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 Services businesses


 
SG&A Expense D&A Expense ($ in MM) ($ in MM) $61 $63 $60 $57 $60 $58 $54 $55 $54 $50 $50 $50 $49 $52 $46 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 (1) SG&A Adjusted SG&A 2Q’19 Highlights 3Q’19 Cost Guidance ● SG&A expense decreased 9% year-over-year but increased ● D&A expense to range between $54MM – $58MM 2% sequentially to $55MM ● SG&A expense to range between $50MM – $55MM, which o Included ~$6MM of severance and business includes expected merger-related costs divestiture costs and ~$3MM of merger-related ● Not expected to be a cash tax payer with the exception of transaction costs certain state and local taxes o Adjusted SG&A(1) totaled $46MM falling to 9.2% of ● Capital expenditures expected to range between $35MM – consolidated revenue primarily due to an 11% $40MM reduction in SG&A headcount since YE’18 ● Capital expenditures decreased both year-over-year and sequentially to $43MM mostly due to lower growth capex 1. See slide 19 for a reconciliation of SG&A to Adjusted SG&A.


 
No Leverage and Ample Liquidity Revised 2019 Capital Budget ($ in MM) Cash ABL Availability Corporate, Facilities, $393 R&T and Other $371 $364 $380 7% 8% Growth $235 $266 $317 $275 85% Maintenance $136 $114 $76 $89 9/30/2018 12/31/2018 3/31/2019 6/30/2019 ● One of the strongest balance sheets in the sector ● Reduced 2019 capital expenditure guidance range by 6% at the mid-point to $140MM – $160MM ● Strong liquidity position to fund capital expenditures and invest in technologies to further enhance efficiencies ● Allocating ~$3.0MM of annual maintenance capex per deployed fleet in our Fracturing business, a 30% reduction ● As of 6/30/19, excluding letters of credit, no outstanding compared to 2018 due to our younger fleet profile borrowings under our asset-based credit facility ● Growth capital expenditures mostly pertain to: o Two large diameter coiled tubing units with expected delivery in 1Q’20 o Ancillary components that increase efficiency and safety in our Fracturing and Wireline businesses


 
3Q’19 Outlook(1) 2H’19 Thoughts(1) ● Currently expecting consolidated revenue to decline mid to ● Focused on dedicating deployed fracturing fleets with long- upper single digits sequentially due to the divestiture of our standing, efficient customers South and West Texas fluids management assets on July 31, 2019, continued white space in the frac calendar, and ● Will prudently manage asset base in all core businesses in competitive pricing in our non-fracturing businesses line with current market conditions, customer demand, and expectations for customer budget exhaustion ● Fracturing revenue currently expected to decrease mid to upper single digits due to instances of white space in the ● Focused on keeping large diameter coiled tubing units frac calendar from customer budget exhaustion and delayed deployed with high utilization and deploy two new build 2⅝ completion activity inch units with efficient customers in 1Q’20 o Deployed fleet counts will be further adjusted based on market conditions and customer demand ● Will accelerate cost reductions by further streamlining corporate overhead, stacking under-utilized equipment, ● Wireline and Pumpdown revenue currently expected to consolidating facilities, and closing unprofitable districts remain flat sequentially due to higher customer activity o Upgraded SAP ERP system positions us well for levels being offset by continued pricing pressure further cost saving over the coming quarters ● WC&I segment revenue currently expected to decrease upper single to low double digits sequentially due to lower ● Reduced 2019 capital expenditure program by 6% at the drilling rig count, soft customer activity levels and mid-point to $140MM – $160MM competitive pricing in our Cementing business ● Focused on free cash flow generation during 2H’19 ● Currently expecting Well Support Services segment revenue to decline upper single digits due to the divestiture of select fluids management assets as well as other market-driven closures; however, profitability should remain stable 1. As of August 6, 2019.


 


 


 
$MM; unless otherwise stated Full Year 1Q'18 2Q'18 3Q'18 4Q'18 2018 1Q'19 2Q'19 Revenue Completion Services $374 $413 $373 $293 $1,454 $327 $322 Well Construction & Intervention Services 88 99 96 94 376 79 73 Well Support Services 91 99 99 104 393 105 106 Total Revenue $553 $611 $568 $491 $2,222 $511 $501 Total Gross Profit (1) $134 $147 $122 $94 $497 $94 $93 % Margin 24% 24% 21% 19% 22% 18% 18% Net Income (Loss) $21 $28 $10 ($190) ($130) ($24) ($110) Adjusted EBITDA Completion Services $82 $84 $67 $44 $277 $54 $48 Well Construction & Intervention Services 16 20 17 16 70 7 7 Well Support Services 6 11 11 13 41 7 13 Corporate / Eliminations (25) (24) (19) (21) (88) (18) (16) Total Adjusted EBITDA (2) $79 $92 $77 $53 $300 $50 $52 % Margin 14% 15% 14% 11% 13% 10% 10% 1. Gross profit defined as revenue less direct costs. 2. Please see slide 16 for a reconciliation of net income (loss), the nearest measure calculated in accordance with U.S. GAAP.


 
C&J ENERGY SERVICES INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS) TO ADJUSTED EBITDA (In thousands, except per share data) (Unaudited) Three Months Ended June 30, 2019 March 31, 2019 December 31, 2018 September 30, 2018 June 30, 2018 Net income (loss) $ (110,306) $ (23,573) $ (189,527) $ 10,433 $ 28,496 Adjustments, net of tax: Severance and business divestiture costs 7,668 3,336 - 129 1,150 Loss on disposal of assets 6,881 - - - - Impairment expense 79,935 - 146,015 - - Asset impairment - - 21,410 - - Inventory reserve - - 6,131 - - Merger/transaction-related costs 2,640 - - - 243 Non-cash deferred financing charge - - - - 1,508 Restructuring costs and other 70 1,707 (1,879) 726 3,563 Adjusted net income (loss) $ (13,112) $ (18,530) $ (17,850) $ 11,288 $ 34,960 Depreciation and amortization 58,093 59,756 63,389 60,748 54,387 (Gain) loss on disposal of assets 1,881 1,956 3,536 2,471 (1,061) Interest expense, net 442 347 617 669 677 Other (income) expense, net 449 (465) (316) (370) (294) Income tax expense (benefit) (1,065) 920 43 (1,504) (893) Non-cash share-based compensation, excluding severance 5,292 5,573 3,145 4,071 4,138 Adjusted EBITDA $ 51,980 $ 49,557 $ 52,564 $ 77,373 $ 91,914 Per common share: Net income (loss) diluted $ (1.69) $ (0.36) $ (2.87) $ 0.16 $ 0.42 Adjusted net income (loss) diluted $ (0.20) $ (0.28) $ (0.27) $ 0.17 $ 0.52 Diluted weighted average common shares outstanding $ 65,082 $ 65,030 $ 66,138 $ 67,021 $ 67,268 Note: Adjusted Net Income (Loss) is defined as net income (loss) plus the after-tax amount of acquisition-related costs and other non- routine items. Adjusted Net Income (Loss) per diluted share is calculated as Adjusted Net Income (Loss) divided by diluted weighted average common shares outstanding. Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation and amortization, other income (expense), gain or loss on disposal of assets, acquisition-related costs, non-cash share-based compensation expense and other non-routine items.


 
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS TO FREE CASH FLOW GENERATION (USAGE) (In thousands) (Unaudited) Three Months Six Months June 30, 2019 Net increase (decrease) in cash and cash equivalents $ 25,544 $ (21,372) Share repurchases (1) - 3,298 Other financing activities 49 967 Free Cash Flow generation (usage) $ 25,593 $ (17,107) 1. These share repurchases were transacted in December 2018 and settled in cash in January 2019. Note: Free Cash Flow is defined as the net increase (decrease) in cash and cash equivalents before financing activities, including share repurchase activity.


 
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF FRACTURING NET INCOME (LOSS) TO ADJUSTED EBITDA (In thousands, except average active fleet data) (Unaudited) Three Months Ended June 30, 2019 March 31, 2019 December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Fracturing net income $ 5,539 $ 10,423 $ (19,748) $ 7,613 $ 22,746 $ 42,609 Adjustments, net of tax: Depreciation and amortization 26,670 29,172 26,107 23,860 21,991 17,064 Loss on disposal of assets 2,409 2,058 19,027 941 3,788 (350) Non-cash share-based compensation 210 209 107 257 265 269 Severance and business divestiture costs 248 - - - - - Fracturing adjusted EBITDA $ 35,076 $ 41,862 $ 25,493 $ 32,671 $ 48,790 $ 59,592 Average active fleets 16.1 16.1 15.8 17.7 16.5 15.3 Fleet utilization 77 % 87 % 86 % 90 % 81 % 86 % Annualized Adjusted EBITDA per fully-utilized fleet $ 11,284 $ 11,962 $ 7,412 $ 8,163 $ 14,615 $ 18,100 Note: Adjusted EBITDA per fully-utilized fleet on an annualized basis, is a non-GAAP measure and is defined as (i) the earnings before net interest expense, income taxes, depreciation and amortization, other income (expense), gain or loss on disposal of assets, acquisition-related costs and other non-routine items for the fracturing product line, (ii) divided by the fully-utilized fleets (average active fleets multiplied by fleet utilization) per quarter, and then (iii) multiplied by four.


 
C&J ENERGY SERVICES INC. AND SUBSIDIARIES RECONCILIATION OF SG&A TO ADJUSTED SG&A (In thousands) (Unaudited) Three Months Ended June 30, 2019 March 31, 2019 June 30, 2018 SG&A $ 54,562 $ 53,684 $ 59,908 Severance and business divestiture costs (5,748) (1,079) (40) Merger/transaction-related costs (2,640) - (243) Restructuring costs and other (70) (861) (2,163) Adjusted SG&A $ 46,104 $ 51,744 $ 57,462 Revenue $ 501,082 $ 510,769 $ 610,521 Adjusted SG&A as a percentage of revenue 9.2 % 10.1 % 9.4 % Note: Adjusted SG&A is defined as selling, general and administrative expenses adjusted for severance and business divestiture costs, merger/transaction-related costs, restructuring costs and other non-routine items.


 
Fracturing Stages Wireline Runs 16,203 15,849 5,100 15,546 4,823 4,872 4,743 4,197 13,132 12,628 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 Coiled Tubing Jobs Cementing Jobs 843 2,357 2,248 2,097 721 721 1,898 610 1,715 560 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19


 
U.S. Rig Hours U.S. Truck Hours 336,261 337,306 335,892 96,208 95,985 95,149 310,445 93,911 305,546 92,956 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19


 


 


 
This presentation (and any oral statements made regarding the matters in this presentation, including those related to the proposed merger with Keane) contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements that address circumstances, activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. In addition, words such as “anticipate,” “believe,” “ensure,” “expect,” “if,” “once” “intend,” “plan,” “focus,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely” and similar expressions that convey the uncertainty of future events or outcomes, and the negative thereof, are intended to identify forward-looking statements. Forward-looking statements contained in this presentation, which are not generally historical in nature, include those that express a belief, expectation or intention regarding our future activities, plans and goals and our current expectations with respect to, among other things: our ability to successfully integrate acquisitions; our operating cash flows, the availability of capital and our liquidity; our future revenue, income and operating performance; our ability to sustain and improve our utilization, revenue and margins; our ability to maintain acceptable pricing for our services; future capital expenditures; our ability to finance equipment, working capital and capital expenditures; our ability to execute our long-term growth strategy; our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements; and the timing and success of strategic initiatives and special projects. Forward-looking statements are not assurances of future performance and actual results could differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, expectations and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Our forward-looking statements involve significant risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks associated with the following: we may be unable to obtain governmental, stockholder and/or regulatory approvals required for the proposed Merger, or required approvals may delay the proposed Merger or result in the imposition of conditions that could cause the parties to abandon the proposed Merger; conditions to closing the proposed Merger may not be satisfied or the timing to complete the proposed Merger may change; we may not realize, or it may take longer to realize, expected cost savings, benefits and any other synergies from the proposed Merger; disruption from the proposed Merger may make it more difficult to maintain relationships with customers, employees or suppliers; a decline in demand for our services, including due to supply of oil and gas, declining or perceived instability of commodity prices, overcapacity of supply, constrained pipeline capacity and other competitive factors affecting our industry; the cyclical nature and volatility of the oil and gas industry, which impacts the level of drilling, completion and production activity and spending patterns by our customers; a decline in, or substantial volatility of, crude oil and gas commodity prices, which generally leads to decreased spending by our customers and negatively impacts drilling, completion and production activity; pressure on pricing for our services, including due to competition and industry and/or economic conditions, which may impact, among other things, our ability to implement price increases or maintain pricing and margin on our services; the loss of, or interruption or delay in operations by, one or more of our significant customers; the failure by one or more of our significant customers to pay amounts when due, or at all; adverse weather conditions in oil or gas producing regions; changes in customer requirements in the markets we serve; costs, delays, compliance requirements and other difficulties in executing our short-and long-term business plans and growth strategies; the effects of recent or future acquisitions or customer opportunities on our business, including our ability to successfully integrate our operations and the costs incurred in doing so and the costs and potential liabilities associated with new or expanded areas of operational risks (such as offshore or international operations); business growth outpacing the capabilities of our infrastructure; operating hazards inherent in our industry, including the possibility of accidents resulting in personal injury or death, property damage or environmental damage; the loss of, or interruption or delay in operations by, one or more of our key suppliers, including resulting from product defects, recalls or suspensions; the effect of environmental and other governmental regulations on our operations, including the risk that future changes in the regulation of hydraulic fracturing could reduce or eliminate demand for our hydraulic fracturing services; the incurrence of significant costs and liabilities resulting from litigation or governmental proceedings; the incurrence of significant costs and liabilities or severe restrictions on our operations or the inability to perform certain operations or provide certain services resulting from a failure to comply, or our compliance with, new or existing regulations; the effect of new or existing regulations, industry and/or commercial conditions on the availability of and costs for raw materials, consumables and equipment; the loss of, or inability to attract, key management and other competent personnel; a shortage of qualified workers; our ability to implement new technologies and services; damage to or malfunction of equipment; our ability to maintain sufficient liquidity and/or obtain adequate financing to allow us to execute our business plan; and our ability to comply with covenants under our debt facilities. For additional information regarding known material factors that could cause our actual results to differ from our present expectations and projected results, please see our filings with the U.S. Securities and Exchange Commission, including our Current Reports on Form 8-K that we file from time to time, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All subsequent written or oral forward-looking statements concerning us are expressly qualified in their entirety by the cautionary statements above. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. All subsequent written or oral forward-looking statements concerning us are expressly qualified in their entirety by the cautionary statements above. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by law. All information in this presentation is as of June 30, 2019 unless otherwise indicated. Non-GAAP Financial Measures: This presentation includes consolidated Adjusted EBITDA, Adjusted EBITDA per fully-utilized fleet, Adjusted Net Income, and Free Cash Flow, all of which are measures not calculated in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP"). Please see slides 28 – 31 or a reconciliation of net income (loss) to each of Adjusted Net Income (loss) and Adjusted EBITDA, a reconciliation of net increases (decreases) in cash and cash equivalents to free cash flow, a reconciliation of fracturing net income (loss) to Adjusted EBITDA, and a reconciliation of SG&A to Adjusted SG&A. Segment Adjusted EBITDA: Adjusted EBITDA at the segment level is not considered to be a non-GAAP financial measure as it is our segment measure of profit or loss and is required to be disclosed pursuant to ASC 280, Segment Reporting. Certain Definitions: We calculate “margin %” as the specified metric divided by revenue.


 


 


 
2Q’19 Revenue: $501MM Committed to Safety Unwavering Focus on Quality and Quality Management and Safety Record Fluids Management Specialized Completions, Well New Well 7% Focused Services Construction & Intervention Services Rig Services 14% Scalable Footprint, Active in Geographic Diversity Most U.S. Land Basins Fracturing Coiled 44% Tubing 5% Focused on Generating Disciplined Capital Allocation to Shareholder Returns Maximize Value for Our Shareholders 10% Cementing Diversity of Service Lines Disciplined Growth Supports Sustainable Growth 2% Other 18% Standardized Equipment Leads to Focused on Execution Completions Best-In-Class Service Quality Wireline & Pumpdown Technology Enhanced R&T Focused on Safety, Efficiencies 79% of Revenue from New Well Focused Services Efficiencies and Profitability


 
Operating Footprint 2Q’19 Revenue by Basin 9% 15% 34% 13% 10% 19% West Texas South Texas / East Texas Rockies / Bakken California Mid-Continent Northeast 1. Based on internal market assessment as of June 30, 2019.


 
Objectives Strategies Results ● Deliver safe, high-quality and reliable services that focus on Price Structure reducing customer total well cost Competitive Reflects Value ● Maintain built-for-purpose, well-maintained quality equipment We Provide Margins Across to Customers ● Partner with efficient customers using dedicated fleets to All Service Lines maximize utilization and capture efficiencies ● Equipment designed for lowest cost of ownership Significant Lower Costs to ● Invest in value-add technologies that increase safety, Improve Profitability efficiencies, profitability and minimize environmental impact Operating ● Optimize supply chain through strategic partnerships Leverage ● Deploy capital to highest cycle returns and shortest payback periods Strong Returns, Allocate Capital to ● Consider both internal investments and external opportunities Higher Return Free Cash Flow Projects ● Eliminate underperforming businesses and Balance ● “Deploy or Return” philosophy focused on long-term Sheet value creation Committed to Creating Long-Term Shareholder Value


 
● Operating segments compete for capital based on returns Balanced Capital ● Capital deployed with clear visibility on revenue generation Expenditures ● Flexibility to divert or suspend in changing markets ● Continuous drive to improve our cost structure Prudent Strategic ● Balance returns vs. longer payback periods Initiatives ● Build businesses that drive long-term free cash flow ● Monetize or shut-down dilutive business lines Sensible Portfolio Management ● M&A strategy focused on consolidating the industry and acquiring accretive businesses Prioritize Generating ● NOLs provide enhanced returns potential Best Returns and ● Executed $40MM of $150MM stock Free Cash Flow buyback program in 2018 MAXIMIZING SHAREHOLDER RETURNS


 
Why Customers Choose C&J Diverse Customer Base ─ No Individual Exposure Greater than 10% of 2018 Revenues Reputation for Safety and Service Quality High Quality Assets and Execution Service Line and Geographic Diversity Value-Add, Reliability-Focused Technologies Logos from next few pages Recent Customer Award Congratulations to Congratulations to C&J Well Services, Inc. C&J Well Services, Inc. 2018 Safety Award 2017 Top Business Partner Gold Award, Group V V&V Conformance


 


 


 
2Q’19 Market Conditions Consolidated Revenue ● Revenue decreased 18% y-o-y and 2% sequentially; Adj. ($ in MM) EBITDA decreased 43% y-o-y, but increased 5% sequentially $611 ● Results negatively affected by increased white space in our frac calendar and lower customer activity levels and competitive $568 pricing in most of our non-fracturing businesses ● Wireline and Pumpdown experienced improved activity levels in $511 $501 $491 most basins; however, pricing has remained competitive ● Returned two large diameter coiled tubing units to service by late May, but lower drilling rig count and competitive pricing in our cementing business negatively affected WC&I results 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 ● Well Support Services segment activity levels increased mostly from improved workover rig counts in California resulting in improved segment profitability Consolidated Adjusted EBITDA(1) Consolidated Adjusted Net Income (loss)(1) ($ in MM) Margin (%) ($ in MM) 15% $35 $92 14% $77 11% 10% 10% $11 $52 $53 $50 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 -$13 -$18 -$19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 1. See slide 28 for a reconciliation of net income (loss) to Adjusted Net Income (loss) to Adjusted EBITDA.


 
($ in MM) ● Segment revenue decreased 22% year-over-year and 1% sequentially to $322MM $413 $373 ● Segment Adjusted EBITDA decreased 43% year- over-year and 12% sequentially to $48MM $327 $322 $293 ● Fracturing revenue decreased 24% year-over-year and 7% sequentially to $220MM ● Fracturing experienced increased white space in the frac calendar mostly due to operational inefficiencies 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 ● Stacked two horizontal and one vertical fracturing fleet due to decreased utilization Margin (%) ($ in MM) ● Annualized Adjusted EBITDA per fully-utilized fleet(1) 20% declined 6% sequentially to $11.3 million $84 18% $67 17% ● Wireline and Pumpdown revenue decreased 20% 15% 15% $54 year-over-year, but increased 11% sequentially $48 $44 ● Wireline and Pumpdown experienced a sequential increase in customer activity levels, especially in our largest operating basin of the Bakken 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 ● Wireline and Pumpdown activity levels are expected to remain stable relative to 2Q’19 exit rates; however, pricing is expected to remain competitive 1. See slide 30 for a reconciliation of fracturing net income (loss) to fracturing Adjusted EBITDA per fully-utilized fleet.


 
($ in MM) ● Focused on efficient, committed customers who appreciate the value we provide $289 $252 $236 ● Best-in-class execution and technology-enhanced $220 efficiencies attract “blue-chip” customers $193 ● Expecting a ~30% reduction of annual maintenance capex per fleet compared to 2018 due to the younger profile of our fracturing fleet ● Will consider redeploying stacked fleets only when customer demand supports it and targeted returns 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 and payback periods can be achieved ($ in MM) $14.6 $12.0 $11.3 17 17 15 15 $8.2 $7.4 10 YE'16 YE'17 YE'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 1. Represents exit rate for stated period. 2. Includes Fracturing Adjusted EBITDA only, and assumes 41,000 HHP per horizontal equivalent fleet. See slide 30 for a reconciliation of fracturing net income (loss) to fracturing Adjusted EBITDA per fully-utilized fleet.


 
Leading ● The #1 service provider and market leader(1) Position ● Introduced advance pressure control and greaseless cable systems Scalable ● Established in most U.S. basins Footprint ● Ability to flex deployment based on market conditions and customer demand Equipment Summary(2) Wireline Pumpdown ● Large and diversified group of customers, Active 57 79 providing services to over 300 customers in 2018 Available Capacity 65 2 Total 122 81 Research & ● In-house manufacturing and technology Technology provides value-add innovation ($ in MM) Advantage ● Lower cost perf guns and switches increases $115 $113 wireline profitability $93 $92 $83 ● New perf gun design, greaseless cable systems, and “quick connect” technologies increase efficiencies and safety 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 1. Based on internal market assessment as of June 30, 2019. 2. 2Q’19 average.


 
($ in MM) ● Segment revenue decreased 27% year-over-year and 8% sequentially to $73 million $99 $96 ● Segment Adjusted EBITDA decreased year-over- $94 year, but increased 8% sequentially to $7 million $79 $73 ● Segment profitability improved due to the: o Return of two large diameter coiled tubing units to service by late-May o Stacking of under-utilized equipment, closing 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 unprofitable facilities and further streamlining corporate overhead in Cementing Margin (%) ● Cementing revenue decreased 30% year-over-year ($ in MM) and 11% sequentially to $48MM 20% ● Coiled Tubing revenue decreased 18% year-over- 18% year and 3% sequentially to $24MM $20 17% $17 $16 ● Return to service of large diameter units should 8% 10% increase Coiled Tubing revenue, but lower rig count $7 $7 and competitive pricing in Cementing will cause WC&I revenue to decline in 3Q’19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19


 
Market ● Top 5 provider of cementing services in U.S. Position land with purchase of O-Tex(1) ● Targeting more profitable long lateral cementing work ● A market leader in high spec coiled tubing(1) Scalable nd (1) ● 2 largest cementer in the Permian Basin (2) Footprint Equipment Summary Cementing Coiled Tubing ● Added two newbuild 2⅝” coil units late 2Q’18 Active 65 16 ● Two additional newbuild 2⅝” coil units to Available Capacity 47 12 arrive in 1Q’20 Total 112 28 High-Quality ● Advanced cementing fleet with bulk plants Assets and in-house lab capabilities ● 13 large diameter (≥2⅜”) coil tubing units capable of supporting depths of up to 25,000 feet 1. Based on internal market assessment as of June 30, 2019. 2. 2Q’19 average.


 
($ in MM) ● Segment revenue increased 8% year-over-year to $106MM and was essentially flat sequentially $106 $104 $105 ● Segment Adjusted EBITDA increased 17% year-over- $99 $99 year and doubled sequentially to $13MM ● Segment profitability increased primarily due to: o Higher customer activity levels in most operating basins 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 o Improved weather conditions o Additional workdays with longer daylight hours Margin (%) ● Rig Services experienced highest deployed rig count ($ in MM) in California and the Mid-Continent in over a year, 13% 13% partially offset by rig declines in West Texas 12% 11% $13 $13 $11 $11 ● Divested most of our South and West Texas Fluids 7% Management assets on July 31, 2019 $7 ● Segment revenue to decline in 3Q’19 due to the announced Fluids Management asset divestiture, which should be partially offset by slightly higher activity levels in our Rig Services and Special 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 Services businesses


 
Market ● A top well services company in the U.S. Position with a proven brand name(1) ● Divested majority of Fluids Management assets on July 31, 2019 ● Top 10 customers are majors and large independents – recurring and stable Diversified ● Strong operating presence in California, Footprint & Rockies, Permian and South Texas Scale ● ~62% class 4+ rigs capable of the most complex jobs Equipment Summary(3) Rigs Trucks SWDs Attractive ● Focused on generating double-digit Active 145 652 23 segment Adjusted EBITDA margin Financial Idle & Stacked 219 306 - Returns ● Limited capital investment needed to drive cash flow improvement Total 364 958 23 364 Total Service Rigs ✓ A top rig services position in the U.S. 227 ✓ Over 62% of the rig fleet is high-spec Capable of HZ Services Conventional High Spec 1. Based on internal market assessment as of June 30, 2019. 2. Conventional rigs: 100 – 400 HP rigs; High Spec: 400+ HP. 3. 2Q’19 average.


 
R&T and Operations Collaborate to Improve Equipment …While Increasing Safety and Reducing the Reliability and Reduce Operating Costs… Environmental Impact of Our Operations • NPT tracking drives Root Cause Analysis by Operations and Asset • Technology investments that enable safer worksite conditions Integrity teams • Through our technology initiatives, we strive to lower our • R&T Team design or source components that provide longer life in environmental impact and help our customers do the same our operating envelope • R&T and Operations test and validate life improvements with new components C&J C&J C&J Hibernate™ Warm Start System Realtime Cloud & Data Analytics Blender Life Enhancements Evolved to Meet Higher Reduced Operation Cost Realtime Streaming to the Cloud Completion Intensity ● Warm start being installed on all ● View frac operations from a web browser ● Performance and reliability refurbished pumps in any location o MDT Controls improve job execution o Monitor wellsite operations with real o Based on proprietary MDT controls and stream data to the cloud time data to reduce risk and maximize o Longer life wear components including efficiencies o Allows frac pumps to be shut down discharge pump, piping and manifold between stages o Maintenance monitor equipment status o Upgraded densitometer and clutch to plan activities o Reduces engine hours, fuel consumption, maintenance, noise o Data in the cloud used for data analytics and emissions to drive condition-based maintenance


 
Research and Technology Innovation Drives Leadership in Plug and Perf Operation Significant Savings Delivered in 2019 YTD(1) ● Lowest cost of consumables in the industry for guns and switches ● Generated over $8 million of internal cost savings and over $15 million in third party sales(1) ● Advanced pressure control increases efficiency and safety at the wellsite C&J C&J Perforating Leadership Advanced Pressure Control Equipment GameChanger™ Gun System Operational Efficiency & Safety ● Our enhanced portless gun system ● Remote operated wellhead connection o Improved Reliability – Eliminates and ball drop system for Wireline ~60% of misruns operations o C&J proprietary ball drop system o Increased Efficiency – Quicker and easier to connect and deploy o Hydraulic quick connect for wireline lubricator increases efficiency ● Uses C&J proprietary addressable switch o Eliminates safety hazard for crew o Achieved milestone of one million addressable switches sold 1. As of June 30, 2019. Based on 3rd party average market pricing.


 
SG&A Expense D&A Expense ($ in MM) ($ in MM) $61 $63 $60 $57 $60 $58 $54 $55 $54 $50 $50 $50 $49 $52 $46 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 (1) SG&A Adjusted SG&A 2Q’19 Highlights 3Q’19 Cost Guidance ● SG&A expense decreased 9% year-over-year but increased ● D&A expense to range between $54MM – $58MM 2% sequentially to $55MM ● SG&A expense to range between $50MM – $55MM, which o Included ~$6MM of severance and business includes expected merger-related costs divestiture costs and ~$3MM of merger-related ● Not expected to be a cash tax payer with the exception of transaction costs certain state and local taxes o Adjusted SG&A(1) totaled $46MM falling to 9.2% of ● Capital expenditures expected to range between $35MM – consolidated revenue primarily due to an 11% $40MM reduction in SG&A headcount since YE’18 ● Capital expenditures decreased both year-over-year and sequentially to $43MM mostly due to lower growth capex 1. See slide 31 for a reconciliation of SG&A to Adjusted SG&A.


 
No Leverage and Ample Liquidity Revised 2019 Capital Budget ($ in MM) Cash ABL Availability Corporate, Facilities, $393 R&T and Other $371 $364 $380 7% 8% Growth $235 $266 $317 $275 85% Maintenance $136 $114 $76 $89 9/30/2018 12/31/2018 3/31/2019 6/30/2019 ● One of the strongest balance sheets in the sector ● Reduced 2019 capital expenditure guidance range by 6% at the mid-point to $140MM – $160MM ● Strong liquidity position to fund capital expenditures and invest in technologies to further enhance efficiencies ● Allocating ~$3.0MM of annual maintenance capex per deployed fleet in our Fracturing business, a 30% reduction ● As of 6/30/19, excluding letters of credit, no outstanding compared to 2018 due to our younger fleet profile borrowings under our asset-based credit facility ● Growth capital expenditures mostly pertain to: o Two large diameter coiled tubing units with expected delivery in 1Q’20 o Ancillary components that increase efficiency and safety in our Fracturing and Wireline businesses


 
3Q’19 Outlook(1) 2H’19 Thoughts(1) ● Currently expecting consolidated revenue to decline mid to ● Focused on dedicating deployed fracturing fleets with long- upper single digits sequentially due to the divestiture of our standing, efficient customers South and West Texas fluids management assets on July 31, 2019, continued white space in the frac calendar, and ● Will prudently manage asset base in all core businesses in competitive pricing in our non-fracturing businesses line with current market conditions, customer demand, and expectations for customer budget exhaustion ● Fracturing revenue currently expected to decrease mid to upper single digits due to instances of white space in the ● Focused on keeping large diameter coiled tubing units frac calendar from customer budget exhaustion and delayed deployed with high utilization and deploy two new build 2⅝ completion activity inch units with efficient customers in 1Q’20 o Deployed fleet counts will be further adjusted based on market conditions and customer demand ● Will accelerate cost reductions by further streamlining corporate overhead, stacking under-utilized equipment, ● Wireline and Pumpdown revenue currently expected to consolidating facilities, and closing unprofitable districts remain flat sequentially due to higher customer activity o Upgraded SAP ERP system positions us well for levels being offset by continued pricing pressure further cost saving over the coming quarters ● WC&I segment revenue currently expected to decrease upper single to low double digits sequentially due to lower ● Reduced 2019 capital expenditure program by 6% at the drilling rig count, soft customer activity levels and mid-point to $140MM – $160MM competitive pricing in our Cementing business ● Focused on free cash flow generation during 2H’19 ● Currently expecting Well Support Services segment revenue to decline upper single digits due to the divestiture of select fluids management assets as well as other market-driven closures; however, profitability should remain stable 1. As of August 6, 2019.


 


 


 
$MM; unless otherwise stated Full Year 1Q'18 2Q'18 3Q'18 4Q'18 2018 1Q'19 2Q'19 Revenue Completion Services $374 $413 $373 $293 $1,454 $327 $322 Well Construction & Intervention Services 88 99 96 94 376 79 73 Well Support Services 91 99 99 104 393 105 106 Total Revenue $553 $611 $568 $491 $2,222 $511 $501 Total Gross Profit (1) $134 $147 $122 $94 $497 $94 $93 % Margin 24% 24% 21% 19% 22% 18% 18% Net Income (Loss) $21 $28 $10 ($190) ($130) ($24) ($110) Adjusted EBITDA Completion Services $82 $84 $67 $44 $277 $54 $48 Well Construction & Intervention Services 16 20 17 16 70 7 7 Well Support Services 6 11 11 13 41 7 13 Corporate / Eliminations (25) (24) (19) (21) (88) (18) (16) Total Adjusted EBITDA (2) $79 $92 $77 $53 $300 $50 $52 % Margin 14% 15% 14% 11% 13% 10% 10% 1. Gross profit defined as revenue less direct costs. 2. Please see slide 28 for a reconciliation of net income (loss), the nearest measure calculated in accordance with U.S. GAAP.


 
C&J ENERGY SERVICES INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS) TO ADJUSTED EBITDA (In thousands, except per share data) (Unaudited) Three Months Ended June 30, 2019 March 31, 2019 December 31, 2018 September 30, 2018 June 30, 2018 Net income (loss) $ (110,306) $ (23,573) $ (189,527) $ 10,433 $ 28,496 Adjustments, net of tax: Severance and business divestiture costs 7,668 3,336 - 129 1,150 Loss on disposal of assets 6,881 - - - - Impairment expense 79,935 - 146,015 - - Asset impairment - - 21,410 - - Inventory reserve - - 6,131 - - Merger/transaction-related costs 2,640 - - - 243 Non-cash deferred financing charge - - - - 1,508 Restructuring costs and other 70 1,707 (1,879) 726 3,563 Adjusted net income (loss) $ (13,112) $ (18,530) $ (17,850) $ 11,288 $ 34,960 Depreciation and amortization 58,093 59,756 63,389 60,748 54,387 (Gain) loss on disposal of assets 1,881 1,956 3,536 2,471 (1,061) Interest expense, net 442 347 617 669 677 Other (income) expense, net 449 (465) (316) (370) (294) Income tax expense (benefit) (1,065) 920 43 (1,504) (893) Non-cash share-based compensation, excluding severance 5,292 5,573 3,145 4,071 4,138 Adjusted EBITDA $ 51,980 $ 49,557 $ 52,564 $ 77,373 $ 91,914 Per common share: Net income (loss) diluted $ (1.69) $ (0.36) $ (2.87) $ 0.16 $ 0.42 Adjusted net income (loss) diluted $ (0.20) $ (0.28) $ (0.27) $ 0.17 $ 0.52 Diluted weighted average common shares outstanding $ 65,082 $ 65,030 $ 66,138 $ 67,021 $ 67,268 Note: Adjusted Net Income (Loss) is defined as net income (loss) plus the after-tax amount of acquisition-related costs and other non- routine items. Adjusted Net Income (Loss) per diluted share is calculated as Adjusted Net Income (Loss) divided by diluted weighted average common shares outstanding. Adjusted EBITDA is defined as earnings before net interest expense, income taxes, depreciation and amortization, other income (expense), gain or loss on disposal of assets, acquisition-related costs, non-cash share-based compensation expense and other non-routine items.


 
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS TO FREE CASH FLOW GENERATION (USAGE) (In thousands) (Unaudited) Three Months Six Months June 30, 2019 Net increase (decrease) in cash and cash equivalents $ 25,544 $ (21,372) Share repurchases (1) - 3,298 Other financing activities 49 967 Free Cash Flow generation (usage) $ 25,593 $ (17,107) 1. These share repurchases were transacted in December 2018 and settled in cash in January 2019. Note: Free Cash Flow is defined as the net increase (decrease) in cash and cash equivalents before financing activities, including share repurchase activity.


 
C&J ENERGY SERVICES, INC. AND SUBSIDIARIES RECONCILIATION OF FRACTURING NET INCOME (LOSS) TO ADJUSTED EBITDA (In thousands, except average active fleet data) (Unaudited) Three Months Ended June 30, 2019 March 31, 2019 December 31, 2018 September 30, 2018 June 30, 2018 March 31, 2018 Fracturing net income $ 5,539 $ 10,423 $ (19,748) $ 7,613 $ 22,746 $ 42,609 Adjustments, net of tax: Depreciation and amortization 26,670 29,172 26,107 23,860 21,991 17,064 Loss on disposal of assets 2,409 2,058 19,027 941 3,788 (350) Non-cash share-based compensation 210 209 107 257 265 269 Severance and business divestiture costs 248 - - - - - Fracturing adjusted EBITDA $ 35,076 $ 41,862 $ 25,493 $ 32,671 $ 48,790 $ 59,592 Average active fleets 16.1 16.1 15.8 17.7 16.5 15.3 Fleet utilization 77 % 87 % 86 % 90 % 81 % 86 % Annualized Adjusted EBITDA per fully-utilized fleet $ 11,284 $ 11,962 $ 7,412 $ 8,163 $ 14,615 $ 18,100 Note: Adjusted EBITDA per fully-utilized fleet on an annualized basis, is a non-GAAP measure and is defined as (i) the earnings before net interest expense, income taxes, depreciation and amortization, other income (expense), gain or loss on disposal of assets, acquisition-related costs and other non-routine items for the fracturing product line, (ii) divided by the fully-utilized fleets (average active fleets multiplied by fleet utilization) per quarter, and then (iii) multiplied by four.


 
C&J ENERGY SERVICES INC. AND SUBSIDIARIES RECONCILIATION OF SG&A TO ADJUSTED SG&A (In thousands) (Unaudited) Three Months Ended June 30, 2019 March 31, 2019 June 30, 2018 SG&A $ 54,562 $ 53,684 $ 59,908 Severance and business divestiture costs (5,748) (1,079) (40) Merger/transaction-related costs (2,640) - (243) Restructuring costs and other (70) (861) (2,163) Adjusted SG&A $ 46,104 $ 51,744 $ 57,462 Revenue $ 501,082 $ 510,769 $ 610,521 Adjusted SG&A as a percentage of revenue 9.2 % 10.1 % 9.4 % Note: Adjusted SG&A is defined as selling, general and administrative expenses adjusted for severance and business divestiture costs, merger/transaction-related costs, restructuring costs and other non-routine items.


 
Fracturing Stages Wireline Runs 16,203 15,849 5,100 15,546 4,823 4,872 4,743 4,197 13,132 12,628 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 Coiled Tubing Jobs Cementing Jobs 843 2,357 2,248 2,097 721 721 1,898 610 1,715 560 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19


 
U.S. Rig Hours U.S. Truck Hours 336,261 337,306 335,892 96,208 95,985 95,149 310,445 93,911 305,546 92,956 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19 2Q'18 3Q'18 4Q'18 1Q'19 2Q'19


 


 


 


 
RigLock Wellhead Lone Monitor Program. Acts OSHA Voluntary Protection Taking care of our people (1) like an observer for our people and supporting their health Connections® . Enables our when working alone and Program (VPP). Five of the and well-being, both inside field personnel to avoid the provides near real-time six sites participating in dangers of the red zone notification of a worker in and outside of work, distress OSHA’s VPP nationwide are including: C&J sites, including Decatur, Rotary Ball Dispenser (RBD) Fire Suppression System. System. Enables our field Automatically applies a foam Texas; Snyder, Texas; Hobbs, • Breast Cancer personnel to avoid working near fire suppressant if a fire starts, N.M.; and Carlsbad, N.M. Awareness / Mobile high-pressure wellhead protecting our people, Mammography customers worksites, and the equipment environment Respirable Silica Protection. Through a combination of • Wellness Fair and Digital Technology. Help Driving Safety. In-Vehicle engineering and safety Campaigns customers actively monitor Monitoring Systems (IVMS) and MobilEye in company vehicles protocols, minimize exposure • Monthly Holistic wellsite operations and make to improve driver performance to respirable silica to levels as better-informed decisions that and enhance road safety Wellness Newsletters reduce risk, maximize efficiencies low as reasonably achievable and optimize production through Stop Work Authority (SWA) • Health Improvement Mandate. Our people are Challenges advanced data-acquisition empowered and obligated to products that deliver key data to exercise their right and duty to the right people at the right time stop any unsafe operations • Dependent Scholarship through SWA Program


 
• Board commitment to ensuring • Robust corporate governance • Priority veteran recruitment director and work force diversity practices • Community Impact Program • Employee engagement and • “Speak-Up” and Core Values enables community/charitable development initiatives to improve campaigns, regular interactive investments, volunteer time-off and workforce parity, including enhanced townhalls, “Speak Your Mind” citizens grant initiatives maternity leave, flexible work sessions and other cultural impact schedules, leadership training, equal initiatives • Disaster relief and emergency pay monitoring and equal opportunity • Ethical mandate and frequent hardship program and employment practices communications promoting policies • Active stakeholder engagement with and procedures that protect our an open mind to understand priorities people, setting “tone at the top” high and consider change standards reinforced by training and other initiatives • Recognized in the Institutional Investor poll for one of the best IR • Board reviews all hotline complaints programs / IR professionals out of 16 OFS companies nominated


 
• Hibernate™ Warm-Start System turns off frac • Curbing waste generation and working to pump engines between stages, resulting in reduce, re-use and recycle reduced fuel consumption, improved air quality and less noise – which leads to • Flexible work program reduces cars on the road greener worksite, improved economics and safer conditions at peak times


 
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