EARNINGS PER SHARE | EARNINGS PER SHARE Under ASC 260, Earnings per Share ● The treasury stock method, reverse treasury stock method, if-converted method or contingently issuable share method, as applicable, provided a participating security or second class of common stock is a potential common share ● The two-class method, assuming a participating security or second class of common stock is not exercised or converted Quarter and year-to-date periods ended June 30, 2021 The following tables provide a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the periods described (in US$ thousands except shares and per share amounts): SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED COMMON SHARES OUTSTANDING Date Transaction Detail Change in Shares Quarter ended June 30, 2021 Weighted Average Ordinary Shares Outstanding December 31, 2020 Beginning Balance 87,777,553 June 1, 2020 SAPESCO - NESR ordinary share consideration (issued January 14, 2021) (1) 2,237,000 2,237,000 December 31, 2020 SAPESCO - Additional Earn-Out Shares (issued January 14, 2021) (2) 145,039 145,039 February 23, 2021 Restricted Stock Vesting 87,905 61,679 March 16, 2021 Restricted Stock Vesting 316,781 185,518 March 18, 2021 Restricted Stock Vesting 288,329 165,670 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020; all but 7,268 (3) 157,702 157,702 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (3) 113,215 57,546 June 8, 2021 SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021) 2,962 376 June 30, 2021 Ending Balance 90,788,083 (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 2,237,000 shares issued in the quarter ended March 31, 2021 pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since June 1, 2020. (2) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 145,039 shares, relating to the quarter ended March 31, 2021 issuance of Additional Earn-Out Shares pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since December 31, 2020. (3) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 shares, relating primarily to the actual/expected 2021 issuance of Customer Receivables Earn-Out Shares pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since the conditions for issuance were satisfied. Date Transaction Detail Change in Shares Quarter ended June 30, 2021 Weighted Average Ordinary Shares Outstanding March 31, 2021 Beginning Balance 90,852,607 December 31, 2020 SAPESCO - Contingently Issuable Shares (contingency resolved at December 31, 2020; all but 7,268 issued on June 8, 2021) (1) 157,702 157,702 March 31, 2021 SAPESCO - Contingently Issuable Shares (contingency resolved at March 31, 2021; issued on June 8, 2021) (1) 113,215 113,215 June 8, 2021 SAPESCO - Customer Receivables Earn-Out Shares (contingency resolved and issued both on June 8, 2021) 2,962 749 June 30, 2021 Ending Balance 91,124,273 (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued; as such 270,917 shares, relating primarily to the actual/expected 2021 issuance of Customer Receivables Earn-Out Shares pursuant to the SAPESCO Sale & Purchase Agreement, have been included in basic earnings per share since the conditions for issuance were satisfied. Quarter ended June 30, 2021 Year-to-date period ended June 30, 2021 Undistributed & distributed earnings to common shareholders Common shares EPS Undistributed & distributed earnings to common shareholders Common shares EPS Basic EPS - common shares $ 7,821 91,124,273 $ 0.09 $ 19,293 90,788,083 $ 0.21 Restricted Stock Units - 951,909 - 1,017,423 Antidilution sequencing - subtotal 7,821 92,076,182 $ 0.08 19,293 91,805,506 $ 0.21 Decrease/(increase) in the fair value of the warrants - - 0 (zero) Private Warrants $ 5.75 per half share - - 35,540,380 Public Warrants $ 5.75 per half share 2,560,192 1,562,517 Antidilution sequencing - subtotal 7,821 94,636,374 $ 0.08 19,293 93,368,023 $ 0.21 Diluted EPS - common shares $ 7,821 94,636,374 $ 0.08 $ 19,293 93,368,023 $ 0.21 Warrants that could be converted into as many as 15,209,998 16,207,673 1,405,316 1,172,848 Quarter and year-to- date periods ended June 30, 2020 The following tables provide a reconciliation of the data used in the calculation of basic and diluted ordinary shares outstanding for the periods described (in US$ thousands except shares and per share amounts): Date Transaction Detail Change in Shares Quarter ended June 30, 2020 March 31, 2020 Beginning Balance 87,495,221 June 1, 2020 Shares to be issued in SAPESCO transaction (Note 4) (1) 2,237,000 737,473 June 30, 2020 Ending Balance 88,232,694 (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued, as such 2,237,000 Date Transaction Detail Change in Shares Year-to-date period ended June 30, 2020 December 31, 2019 Beginning Balance 87,187,289 March 18, 2020 Restricted stock vesting 307,932 175,961 June 1, 2020 Shares to be issued in SAPESCO transaction (Note 4) (1) 2,237,000 368,736 June 30, 2020 Ending Balance 87,731,986 (1) Contingently issuable shares are included in basic EPS only when there is no circumstance under which those shares would not be issued, as such 2,237,000 Quarter ended Year-to-date period ended Shares for Use in Allocation of Participating Earnings: June 30, 2020 June 30, 2020 Weighted average ordinary shares outstanding 88,232,694 87,731,986 Non-vested, participating restricted shares 1,163,757 1,163,757 Shares for use in allocation of participating earnings 89,396,451 88,895,743 Basic earnings per share (EPS): SCHEDULE OF BASIC AND DILUTED EARNINGS PER COMMON SHARE Quarter ended Year-to-date Period Ended June 30, 2020 June 30, 2020 Net income $ 10,514 $ 22,461 Less dividends to: Ordinary Shares - - Non-vested participating shares - - Total Undistributed Earnings $ 10,514 $ 22,461 Quarter ended Year-to-date period ended June 30, 2020 June 30, 2020 Allocation of undistributed earnings to Ordinary Shares $ 10,377 $ 22,167 Allocation of undistributed earnings to Non-vested Shares 137 294 Total Undistributed Earnings $ 10,514 $ 22,461 Quarter ended Year-to-date period ended Ordinary Shares: June 30, 2020 June 30, 2020 Distributed Earnings $ - $ - Undistributed Earnings 0.12 0.25 Total $ 0.12 $ 0.25 Diluted earnings per share (EPS): Quarter ended June 30, 2020 Year-to-date period ended June 30, 2020 Ordinary shares Undistributed & distributed earnings to ordinary shareholders Ordinary shares EPS Undistributed & distributed earnings to ordinary shareholders Ordinary shares EPS Based EPS $ 10,377 88,232,694 $ 0.12 $ 22,167 87,731,986 $ 0.25 Add-back: Undistributed earnings allocated to non-vested shareholders 137 - 294 - 0 (zero) Private Warrants $ 5.75 per half share (anti-dilutive) (1) - - - - 35,540,380 Public Warrants $ 5.75 per half share (anti-dilutive) (1) - - - - Less: Undistributed earnings reallocated to non-vested shareholders (137 ) - (294 ) - Diluted EPS — Ordinary shares $ 10,377 88,232,694 $ 0.12 $ 22,167 87,731,986 $ 0.25 (1) Non-participating warrants that could be converted into as many as 17,770,190 ordinary shares are excluded from diluted EPS at June 30, 2020. These warrants are anti-dilutive at current market prices. In addition to these warrants, the Company also has 1,080,905 restricted stock units that are non-participating at June 30, 2020. |