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8-K

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): November 02, 2022

SUPERIOR ENERGY SERVICES INC

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-34037	87-4613576
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Louisiana Street
Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 713 654-2200

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On November 2, 2022, Superior Energy Services, Inc., a Delaware corporation, announced, among other things, its financial results for the fiscal quarter ended September 30, 2022 and a conference call with its shareholders. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference. The information contained in this Item 2.02 (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (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.

The information from Item 2.02 of this Current Report on Form 8-K is hereby incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01 (including the exhibit hereto) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or 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.


Exhibit No.		Exhibit Description
99.1		Press release dated November 2, 2022
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document)

SIGNATURES

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


			Superior Energy Services, Inc.

Date:	November 2, 2022	By:	/s/ James W. Spexarth
			James W. Spexarth Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

FOR FURTHER INFORMATION CONTACT:

Jamie Spexarth, Chief Financial Officer

1001 Louisiana St., Suite 2900

Houston, TX 77002

Investor Relations, ir@superiorenergy.com, (713) 654-2200

SUPERIOR ENERGY SERVICES ANNOUNCES
THIRD QUARTER 2022 RESULTS AND CONFERENCE CALL

Houston, November 2, 2022 – Superior Energy Services, Inc. (the “Company”) filed its Form 10-Q for the period ending September 30, 2022 on November 2, 2022. In accordance with the Company’s Shareholders Agreement, it will host a conference call with shareholders on Tuesday, November 8, 2022.

For the third quarter of 2022, the Company reported net income from continuing operations of $48.5 million, or $2.41 per diluted share, and revenue of $222.3 million. This compares to net income from continuing operations of $43.6 million, or $2.17 per diluted share, and revenue of $224.6 million, for the second quarter of 2022.

Net income from continuing operations includes a gain of $13.4 million in Other (gains) and losses within operating income primarily related to net gains from divestitures of non-core businesses within our Well Services segment. This gain was offset by an expense of $6.8 million in Other income (expense) primarily related to unfavorable foreign exchange rate changes.

The Company’s Adjusted EBITDA (a non-GAAP measure) was $75.1 million for the quarter, an increase of 1% compared to $74.0 million in the second quarter of 2022. Refer to page 11 for a Reconciliation of Adjusted EBITDA to GAAP results.

The Company divested non-core businesses and assets during the third quarter of 2022 for cash proceeds of $31.2 million. The divestitures collectively generated $20.6 million of revenue and $3.4 million of Adjusted EBITDA during the first two quarters of 2022.

Brian Moore, Chief Executive Officer, commented, “I’m extremely proud of our team’s execution during the quarter. Commodity prices remained elevated despite the Fed’s rapid interest rate increases that drove the US dollar higher. The market continued to tighten for oilfield products, driving pricing higher for our businesses while maintaining near full capacity levels of utilization.

Our team has continued to execute the Transformation Project, divesting many low-margin, asset and labor-intensive businesses, with low barriers to entry, in regions and product lines where we do not have and do not wish to achieve scale. The value derived from these sales is evident in the near-term as the increase to our earnings guidance is driven by higher margins.”

Third Quarter 2022 Geographic Breakdown

U.S. land revenue was $49.5 million in the third quarter of 2022, an increase of 3% compared to revenue of $47.9 million in the second quarter of 2022. This increase was driven by increased pricing for our premium drill pipe rentals business and increased utilization and pricing for our bottom hole assembly rentals business.

U.S. offshore revenue was $61.4 million in the third quarter of 2022, a decrease of 11% compared to revenue of $68.9 million in the second quarter of 2022. This decrease was driven by lower project activity in our completion services business and the impact of our exit from non-core businesses in the Well Services segment.

International revenue was $111.4 million in the third quarter of 2022, an increase of 3% compared to revenue of $107.8 million in the second quarter of 2022. This increase was driven by increased activity in premium drill pipe, international completions services, and increased production services activity in Argentina.

Segment Reporting

The Rentals segment revenue in the third quarter of 2022 was $104.6 million, a 1% increase compared to revenue of $103.7 million in the second quarter of 2022. Adjusted EBITDA of $64.1 million contributed 72% of the Company’s total Adjusted EBITDA before including corporate costs. Third quarter Adjusted EBITDA Margin (a non-GAAP measure further defined on page 9) within Rentals was 61%, a 4% increase relative to the second quarter driven by price increases on land and increased utilization offshore.

The Well Services segment revenue in the third quarter of 2022 was $117.7 million, a 3% decrease compared to revenue of $120.9 million in the second quarter of 2022. Adjusted EBITDA for the third quarter of 2022 was $25.2 million for an Adjusted EBITDA Margin of 21%, roughly equal to the second quarter. Lower margin international completions projects were offset by higher activity and pricing in Latin America.

Liquidity

As of September 30, 2022, the Company had cash, cash equivalents, and restricted cash of approximately $533.4 million and the availability remaining under our ABL Credit Facility was approximately $79.7 million, assuming continued compliance with the covenants under our ABL Credit Facility.

Total cash proceeds received from the sale of non-core assets during the quarter were $31.2 million. Additionally, at September 30, 2022, the Company owned approximately 2.4 million shares of Select Energy Services Class A common stock (NYSE: WTTR).

The Company remains focused on cash conversion. Free cash flow (net cash from operating activities less payments for capital expenditures) for the third quarter totaled $31.4 million and totaled $79.1 million on a year-to-date basis.

Third quarter capital expenditures were $22.4 million. The Company expects total capital expenditures for 2022 to be between $65 - $75 million, a reduction to prior guidance as some previously planned spending within the Well Services segment has been curtailed. Approximately 77% of total 2022 capital expenditures are targeted for the replacement of existing assets. Of the total capital expenditures, over 75% of which will be invested in the Rentals segment.

2022 & 2023 Guidance

Based on our continued strong performance in the third quarter, we now expect Adjusted EBITDA for 2022 between $270 million and $290 million. Revenue is expected to be in the $860 to $900 million range.

We are currently in our 2023 planning cycle. As we look forward, we expect activity and results in 2023 to be in line with results from the second half of 2022 with some moderate growth generated primarily by our international rental operations.

Strategic Initiatives

The Board has continued to evaluate strategic alternatives in the third quarter. We now expect to pay a distribution, and are pursuing a return of capital, with an expected range between $225 million and $250 million to shareholders in December 2022.

Our Transformation Project is now substantially complete, as evidenced by solid cash flow conversions and margins over the last few quarters. Management will continue to execute the remaining initiatives and attempt to further our consistent performance.

With a narrowed focus and simplified structure, the Company is well-positioned to move forward efficiently and purposefully with the evaluation of strategic consolidation opportunities aligned with our objectives in an effort to create value for stakeholders.

Conference Call Information

The Company will host a conference call on Tuesday, November 8, 2022 at 10:00 a.m. Eastern Time. To listen to the call via a live webcast, please visit Superior’s website at ir.superiorenergy.com and use access code 10172654. You may also listen to the call by dialing in at 1-833-816-1366 in the United States and Canada or 1-412-317-0461 for International calls and using access code 10172654. The call will be available for replay until November 15, 2022 on Superior’s website at ir.superiorenergy.com. If you are a shareholder and would like to submit a question, please email your question beforehand to Jamie Spexarth at ir@superiorenergy.com.

About Superior Energy Services

Superior Energy Services serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. For more information, visit: www.superiorenergy.com.

Non-GAAP Financial Measure

To supplement Superior’s consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company also uses Adjusted EBITDA and Adjusted EBITDA Margin. Management uses Adjusted EBITDA and Adjusted EBITDA Margin internally for financial and operational decision-making and as a means to evaluate period-to-period comparisons. The Company also believes these non-GAAP measures provide investors useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. Non-GAAP financial measures are not recognized measures for financial statement presentation under U.S. GAAP and do not have standardized meanings and may not be comparable to similar measures presented by other public companies. Adjusted EBITDA and Adjusted EBITDA Margin should be considered as supplements to, and not as substitutes for, or superior to, the corresponding measures calculated in accordance with GAAP. We define Adjusted EBITDA as net income (loss) before net interest expense, income tax expense (benefit) and depreciation, amortization and depletion, adjusted for reduction in value of assets and other charges, which management does not consider representative of our ongoing operations. We define Adjusted EBITDA Margin as Adjusted EBITDA by segment as a percentage of segment revenues. For a reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure, please see the tables under “―Superior Energy Services, Inc. and Subsidiaries Reconciliation of Adjusted EBITDA” included on pages 10 through 11 of this press release.

Free cash flow is considered a non-GAAP financial measure under the SEC’s rules. Management believes, however, that free cash flow is an important financial measure for use in evaluating the Company’s financial performance, as it measures our ability to generate additional cash from our business operations. Free cash flow should be considered in addition to, rather than as a substitute for, net income as a measure of our performance or net cash provided by operating activities as a measure of our liquidity. Additionally, our definition of free cash flow is limited and does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as supplemental to our entire statement of cash flows.

Forward-Looking Statements

This press release contains, and future oral or written statements or press releases by the Company and its management may contain, certain forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Generally, the words “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks” and “estimates,” variations of such words and similar expressions identify forward-looking statements, although not all forward-looking statements contain these identifying words. All statements other than statements of historical fact regarding the Company’s financial position, financial performance, depreciation expense, liquidity, strategic alternatives (including dispositions and the timing thereof), market outlook, future capital needs, capital allocation plans, business strategies and other plans and objectives of our management for future operations and activities are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company’s management in light of its experience and prevailing circumstances on the date such statements are made. Such forward-looking statements, and the assumptions on which they are based, are inherently speculative and are subject to a number of risks and uncertainties, including but not limited to conditions in the oil and gas industry and the availability of third party buyers, that could cause the Company’s actual results to differ materially from such statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of

uncertainties and factors, many of which are outside the control of the Company, which could cause actual results to differ materially from such statements.

While the Company believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in predicting certain important factors that could impact the future performance or results of its business.

These forward-looking statements are also affected by the risk factors, forward-looking statements and challenges and uncertainties described in the Company’s Form 10-K for the year ended December 31, 2021, Form 10-Q for any subsequent interim period, and those set forth from time to time in the Company’s other current or periodic filings with the Securities and Exchange Commission, which are available at www.superiorenergy.com. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.

The Company is unable to provide a reconciliation of the forward-looking non-GAAP financial measure, EBITDA, contained in this Current Report on Form 8-K to its most directly comparable GAAP financial measure, net income (loss), because the information necessary for a quantitative reconciliation of the forward-looking non-GAAP financial measure to its respective most directly comparable GAAP financial measure is not (and was not, when prepared) available to the Company without unreasonable efforts due to the inherent difficulty and impracticability of predicting certain amounts required by GAAP with a reasonable degree of accuracy. Net income (loss) includes the impact of depreciation, income taxes and certain other items that impact comparability between periods, which may be significant and are difficult to project with a reasonable degree of accuracy. In addition, we believe such reconciliation could imply a degree of precision that might be confusing or misleading to investors. The probable significance of providing this forward-looking non-GAAP financial measure without the directly comparable GAAP financial measure is that such GAAP financial measure may be materially different from the corresponding non-GAAP financial measure.


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except earnings per share amounts)
(unaudited)

	Three Months Ended									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,
	2022			2022			2021			2022			2021 (1)

Revenues	$	222,287		$	224,640		$	178,583		$	644,857		$	496,246

Cost of revenues		116,081			120,968			126,070			349,429			326,925
Depreciation, depletion, amortization and accretion		20,508			23,346			59,208			77,939			166,614
General and administrative expenses		31,841			30,231			33,671			94,090			95,469
Restructuring expenses		1,223			1,663			4,712			4,441			21,803
Other (gains) and losses, net		(13,397	)		(18,013	)		(1,097	)		(30,263	)		(732	)
Income (loss) from operations		66,031			66,445			(43,981	)		149,221			(113,833	)

Other income (expense):
Interest income, net		3,373			1,459			647			6,011			1,596
Reorganization items, net		-			-			-			-			335,560
Other income (expense)		(6,838	)		(13,471	)		(6,224	)		(6,362	)		(8,604	)
Income (loss) from continuing operations before income taxes		62,566			54,433			(49,558	)		148,870			214,719
Income tax benefit (expense)		(14,058	)		(10,871	)		9,518			(32,813	)		(44,453	)
Net income (loss) from continuing operations		48,508			43,562			(40,040	)		116,057			170,266
Income (loss) from discontinued operations, net of income tax		17			(1,944	)		(5,161	)		(188	)		(34,319	)
Net income (loss)	$	48,525		$	41,618		$	(45,201	)	$	115,869		$	135,947

Income (loss) per share -basic
Net income (loss) from continuing operations	$	2.42		$	2.18					$	5.80
Income (loss) from discontinued operations, net of income tax		-			(0.10	)					(0.01	)
Net income (loss)	$	2.42		$	2.08					$	5.79

Income (loss) per share - diluted:
Net income (loss) from continuing operations	$	2.41		$	2.17					$	5.78
Income (loss) from discontinued operations, net of income tax		0.01			(0.10	)					(0.01	)
Net income (loss)	$	2.42		$	2.07					$	5.77

Weighted-average shares outstanding - basic		20,024			20,024						20,016
Weighted-average shares outstanding - diluted		20,090			20,076						20,074

(1) Combines results from periods prior to our emergence from bankruptcy on February 2, 2021 and periods subsequent to emergence which is a non-GAAP financial measure. For further information regarding the breakdown of results, see our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
	September 30,		December 31,
	2022		2021
ASSETS
Current assets:
Cash and cash equivalents	$	453,682	$	314,974
Accounts receivable, net		222,646		182,432
Income taxes receivable		5,527		5,099
Prepaid expenses		16,029		15,861
Inventory		69,962		60,603
Investment in equity securities		16,888		25,735
Other current assets		5,790		6,701
Assets held for sale		18,314		37,528
Total current assets		808,838		648,933
Property, plant and equipment, net		283,906		356,274
Notes receivable		66,078		60,588
Restricted cash		79,757		79,561
Other long-term assets, net		48,636		54,152
Total assets	$	1,287,215	$	1,199,508

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	51,398	$	43,080
Accrued expenses		107,972		108,610
Income taxes payable		15,900		8,272
Liabilities held for sale		3,666		5,607
Total current liabilities		178,936		165,569
Decommissioning liabilities		144,781		190,380
Deferred income taxes		21,761		12,441
Other long-term liabilities		80,616		89,385
Total liabilities		426,094		457,775
Total stockholders' equity		861,121		741,733
Total liabilities and stockholders' equity	$	1,287,215	$	1,199,508


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

	Three Months Ended
	September 30,			June 30,
	2022			2022
Cash flows from operating activities
Net income	$	48,525		$	41,618
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion, amortization and accretion		20,508			23,346
Reorganization items, net		-			-
Other non-cash items		(5,807	)		(5,107	)
Changes in operating assets and liabilities		(9,445	)		(26,703	)
Net cash from operating activities		53,781			33,154

Cash flows from investing activities
Payments for capital expenditures		(22,387	)		(9,217	)
Proceeds from sales of assets		31,231			1,804
Proceeds from sales of equity securities		-			6,001
Net cash from investing activities		8,844			(1,412	)

Cash flows from financing activities
Other		-			-
Net cash from financing activities		-			-
Effect of exchange rate changes on cash		-			-
Net change in cash, cash equivalents and restricted cash		62,625			31,742
Cash, cash equivalents and restricted cash at beginning of period		470,814			439,072
Cash, cash equivalents and restricted cash at end of period	$	533,439		$	470,814


(1) Combines results from periods prior to our emergence from bankruptcy on February 2, 2021 and periods subsequent to emergence which is a non-GAAP financial measure. For further information regarding the breakdown of results, see our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022.


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
REVENUE BY GEOGRAPHIC REGION BY SEGMENT
(in thousands, except per share data)
(unaudited)

	Three Months Ended
	September 30,		June 30,		September 30,
	2022		2022		2021

U.S. land
Rentals	$	39,673	$	43,791	$	25,627
Well Services		9,808		4,151		6,638
Total U.S. land		49,481		47,942		32,265

U.S. offshore
Rentals		37,829		36,331		28,997
Well Services		23,609		32,569		22,756
Total U.S. offshore		61,438		68,900		51,753

International
Rentals		27,055		23,607		21,593
Well Services		84,313		84,191		72,972
Total International		111,368		107,798		94,565
Total Revenues	$	222,287	$	224,640	$	178,583


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
SEGMENT HIGHLIGHTS
(in thousands)
(unaudited)

	Three Months Ended
	September 30,			June 30,			September 30,
	2022			2022			2021
Revenues
Rentals	$	104,557		$	103,729		$	76,217
Well Services		117,730			120,911			102,366
Corporate and other		-			-			-
Total Revenues	$	222,287		$	224,640		$	178,583

Income (Loss) from Operations
Rentals	$	56,291		$	48,559		$	(6,046	)
Well Services		26,249			33,147			(18,229	)
Corporate and other		(16,509	)		(15,261	)		(19,706	)
Total Income (Loss) from Operations	$	66,031		$	66,445		$	(43,981	)

Adjusted EBITDA
Rentals	$	64,141		$	61,115		$	35,595
Well Services		25,179			25,400			8,894
Corporate and other		(14,232	)		(12,470	)		(13,042	)
Total Adjusted EBITDA	$	75,088		$	74,045		$	31,447

Adjusted EBITDA Margin
Rentals		61	%		59	%		47	%
Well Services		21	%		21	%		9	%
Corporate and other	n/a			n/a			n/a
Total Adjusted EBITDA Margin		34	%		33	%		18	%

We define EBITDA as income (loss) from continuing operations excluding the impact of depreciation, depletion, amortization and accretion, interest and income taxes. Additionally, our definition of Adjusted EBITDA adjusts for the impact of restructuring expenses, other gains and losses, other (income) expenses and other adjustments.



Adjusted EBITDA Margin represents Adjusted EBITDA by segment as a percentage of segment revenues


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA
(in thousands)
(unaudited)

	Three Months Ended
	September 30,			June 30,			September 30,
	2022			2022			2021

Net income (loss) from continuing operations	$	48,508		$	43,562		$	(40,040	)
Depreciation, depletion, amortization and accretion		20,508			23,346			59,208
Interest income, net		(3,373	)		(1,459	)		(647	)
Income taxes		14,058			10,871			(9,518	)
Restructuring expenses		1,223			1,663			4,712
Other (gains) and losses, net		(13,397	)		(18,013	)		(1,097	)
Other (income) expense		6,838			13,471			6,224
Other adjustments (1)		723			604			12,605
Adjusted EBITDA	$	75,088		$	74,045		$	31,447


We define EBITDA as income (loss) from continuing operations excluding the impact of depreciation, depletion, amortization and accretion, interest and income taxes. Additionally, our definition of Adjusted EBITDA adjusts for the impact of restructuring expenses, other gains and losses, other (income) expenses and other adjustments.



(1) Other adjustments relate to normal recurring gains and losses from the disposal of assets, which are compromised primarily of machinery and equipment


SUPERIOR ENERGY SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA BY SEGMENT
(in thousands)
(unaudited)

	Three months ended September 30, 2022
				Well			Corporate			Consolidated
	Rentals			Services			and Other			Total

Income (loss) from operations	$	56,291		$	26,249		$	(16,509	)	$	66,031
Depreciation, depletion, amortization and accretion		12,554			6,900			1,054			20,508
Restructuring expenses		-			-			1,223			1,223
Other adjustments (1)		(4,704	)		(7,970	)		-			(12,674	)
Adjusted EBITDA	$	64,141		$	25,179		$	(14,232	)	$	75,088

	Three months ended June 30, 2022
				Well			Corporate			Consolidated
	Rentals			Services			and Other			Total

Income (loss) from operations	$	48,559		$	33,147		$	(15,261	)	$	66,445
Depreciation, depletion, amortization and accretion		12,556			9,662			1,128			23,346
Restructuring expenses		-			-			1,663			1,663
Other adjustments (2)		-			(17,409	)		-			(17,409	)
Adjusted EBITDA	$	61,115		$	25,400		$	(12,470	)	$	74,045

	Three months ended September 30, 2021
				Well			Corporate			Consolidated
	Rentals			Services			and Other			Total

Income (loss) from operations	$	(6,046	)	$	(18,229	)	$	(19,706	)	$	(43,981	)
Depreciation, depletion, amortization and accretion		41,641			15,615			1,952			59,208
Restructuring expenses		-			-			4,712			4,712
Other adjustments (3)		-			11,508			-			11,508
Adjusted EBITDA	$	35,595		$	8,894		$	(13,042	)	$	31,447


We define EBITDA as income (loss) from continuing operations excluding the impact of depreciation, depletion, amortization and accretion, interest and income taxes. Additionally, our definition of Adjusted EBITDA adjusts for the impact of restructuring expenses, other gains and losses, other (income) expenses and other adjustments.



(1) Adjustments for exit activities related to SES Energy Services India Pvt. Ltd and gains from the sale of non-core business assets

(2) Adjustments for exit activities related to SES Energy Services India Pvt. Ltd and the residual gain from revisions to our estimated decommissioning liability

(3) Adjustments for shut down costs incurred at certain locations which include severance of personnel and the write-down of inventory.