NINE ENERGY SERVICE INVESTOR PRESENTATION Q3 2018 1 DISCLAIMER - - PowerPoint PPT Presentation

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NINE ENERGY SERVICE INVESTOR PRESENTATION Q3 2018 1 DISCLAIMER - - PowerPoint PPT Presentation

NINE ENERGY SERVICE INVESTOR PRESENTATION Q3 2018 1 DISCLAIMER Forward-Looking Statements & Non-GAAP Financial Measures Certain statements in this presentation are forward-looking statements that are subject to a number of risks and


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NINE ENERGY SERVICE INVESTOR PRESENTATION Q3 2018

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Forward-Looking Statements & Non-GAAP Financial Measures Certain statements in this presentation are forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our

  • control. All statements, other than statements of historical fact included in this presentation, regarding our strategy, future operations, financial position,

estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward- looking statements may include statements about the volatility of future oil and natural gas prices; our ability to successfully manage our growth, including risks and uncertainties associated with integrating and retaining key employees of the businesses we acquire; availability of skilled and qualified labor and key management personnel; our ability to accurately predict customer demand; competition in our industry; governmental regulation and taxation of the oil and natural gas industry; environmental liabilities; our ability to implement new technologies and services; availability and terms of capital; general economic conditions; operating hazards inherent in our industry; our financial strategy, budget, projections, operating results, cash flows and liquidity; and our plans, business strategy and objectives, expectations and intentions that are not historical. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements contained herein are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. For additional information regarding known material factors that could affect our operating results and performance, please see our final IPO prospectus, Current Reports on Form 8-K, Annual Report on Form 10-K and Quarterly Reports on Form 10-Q 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. All information in this presentation is as of September 30, 2018 or December 31, 2017 as indicated unless otherwise noted. In addition to reporting financial results in accordance with GAAP, the Company has presented Adjusted EBITDA, Adjusted EBITDA margin and return on invested capital (ROIC). These are not recognized measures under, or an alternative to, GAAP. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of

  • perations and financial condition. In addition, management uses these measures for reviewing the financial results of the Company. These non-GAAP

measures are intended to provide additional information only and do not have any standard meaning prescribed by GAAP. Use of these terms may differ from similar measures reported by other companies. In particular, because of its limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to use to reinvest in growth of the Company’s business, or as a measure of cash that will be available to meet the Company’s

  • bligations. These non-GAAP measures have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of

the Company’s results as reported under GAAP. Industry and Market Data This presentation includes market data and other statistical information from third party sources, including independent industry publications, government publications and other published independent sources. Although the Company believes these third party sources are reliable as of their respective dates, the Company has not independently verified the accuracy or completeness of this information.

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DISCLAIMER

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COMPANY OVERVIEW

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NINE COMPANY OVERVIEW

PRO FORMA REVENUE BY SERVICE LINE3

  • Focused on ROIC
  • Leveraged to increasing completion intensity including mega-well pads, lateral lengths and stage count
  • Super lateral, deep reach capable service offering and focus
  • Agnostic to completion style – plug and perf (94%1 of horizontal market) and sleeve completions (6%1 of horizontal market)
  • Able to provide downhole conveyance services coupled with forward-leaning technology
  • Diversified completion portfolio and geography

OUR COMPANY

PRO FORMA FINANCIAL OVERVIEW ($MM)2

1Spears and Associates. 2Revenue and Adjusted EBITDA pro forma to include Magnum. Calculations are based on Nine’s historical consolidated financial statements and Magnum’s historical consolidated

financial statements as adjusted to give effect to Nine’s acquisition of Magnum and the related financing transactions. H1 2018 represent annualized figures.; 3Financials based on H1 2018 revenue and pro forma for Magnum acquisition. Blue color indicates Completion Solutions segment. See appendix for Adjusted EBITDA reconciliation

Cementing 21% Coiled Tubing 19% Wireline 25% Well Service 9% Completion Tools 26% $633 $903 $84 $161 2017 H1 2018 Annualized Revenue

  • Adj. EBITDA

Adj. EBITDA Margin 13% Adj. EBITDA Margin 18%

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SLIDE 5

TECHNOLOGY-DRIVEN COMPLETIONS OFFERING

SmartStart – Strategic alliance FlowGun – Owned IP

TOE OF THE WELL HORIZONTAL LATERAL

Proprietary Liner Hanger Tools MVPTM & Hollow PointTM Dissolvable– Owned IP

Offering includes tools & equipment capable of completing super laterals (10,000 ft.+)

Coil Activated Frac Sleeve – Strategic Alliance EON Ball Drop Sleeve System– Strategic Alliance

PRE & POST STIMULATION

Long-string Cementing

Scorpion Composite Plug– Owned IP MorphPackers StormTM Re-frac Packer – Strategic Alliance

2019E New NA HZ Wells Drilled: 23,6721 2019E NA Stage Count: 775,0081

5

Extremely reliable in super laterals (10,000 ft.+)

2019E New NA HZ Wells Drilled: 23,6721

Large Diameter Coil + Memory Tools

BreakthruTM Casing Flotation Device

  • Owned IP

Nine is capable of addressing 100% of the onshore wells drilled in North America, regardless of completion type

1 Spears & Associates as of October, 2018.

MagnumDiskTM

  • Owned IP
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SLIDE 6
  • Able to serve the entire addressable isolation tool (isolation tool = plug) market with proven dissolvable

and composite offerings (1 frac stage = 1 plug)

  • 2019E NA Stage Count: 775,0081
  • # 2 market share in dissolvable frac plugs and #1 in polymer-based (plastic) dissolvable plugs

PREMIER ISOLATION TOOL PROVIDER

SCORPIONTM COMPOSITE EXTENDED RANGE PLUGS

For Challenging or Impaired Casing

HIGH TEMP MVPTM

Eagles Ford, Haynesville, Duvernay

MID TEMP MVPTM

Permian, Bakken, Midcon, DJ/Niobrara, Duvernay, Montney

LOW TEMP MVPTM (Plastic)

Permian, Marcellus/Utica, Fayetteville, Montney

LOW TEMP Hollow PointTM(Magnesium)

Permian, Marcellus/Utica, Fayetteville

DISSOLVABLE FRAC PLUGS

· Completely dissolvable eliminating plug drill-out · Applications to address temperatures in all NAM basins · Plastic and Magnesium offering

COMPOSITE FRAC PLUGS

· Fully composite · Shorter design, minimizing bit wear and tear and resulting in faster drill-out times · Variety of sizes (3.5”-5.5”) including extended range

PLUGS All Basins

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1 Spears & Associates as of October, 2018.
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SUSTAINABLE VALUE PROPOSITION OF SERVICE & TECHNOLOGY

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Service and technology drives efficiencies and lowers total cost of ownership for operators

SERVICE/TECHNOLOGY PERFORMANCE DAYS SAVED REVENUE GENERATION FOR OPERATORS1

ScorpionTM Composite Plug 144 plugs drilled out with 1 drill-bit. Eliminated a bit trip ~2.5 days per well 6 well pad = $5.9mm 21 well pad = $20.5mm MVPTM & Hollow PointTM Dissolvable Plugs Dissolvable plugs eliminate drill-out times and reduces overall NPT and operational risks ~4 days per well2 6 well pad = $9.4mm 21 well pad = $32.8mm Toe Valves Prep and stimulate stage 1 in under 5 hours ~1 day per well 6 well pad = 2.3mm 21 well pad = $8.2mm Nine Wireline 10+ stages per day with 99% success rate ~1.75 days3 per well 6 well pad = $4.1mm 21 well pad = $14.3mm Illustrative Days Saved and Revenue Generated ~9.25 days per well 6 well pad = $21.6mm 21 well pad = $75.8mm

1 Assumes IP rates of 1,000 boe/d at $65 WTI and $390,000 of revenue per day. 2 Assumes 7,000-10,000 ft. lateral. 3 Assumes 70 stages per well with competitive comparison at 8 stages per day.
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SLIDE 8

LONGER LATERALS l TIGHTER SPACING l PAD DRILLING

Concentration of dollars / pad + exponential impact of Non-Productive Time = highly selective customers

SINGLE-WELL PAD COMPLETIONS MULTI-WELL PAD COMPLETIONS

Source: Spears & Associates as of October 2018 and Company Estimates. 1Assumes IP rates of 1,000 boe/d at $65 WTI.

  • Total well cost: $5-$7mm
  • ~8,000 feet of lateral

length completed

  • 40 stages
  • 12mm pounds of sand
  • 1,000 boe/d oil produced
  • Total pad cost: $30-$42mm
  • ~48,000 feet of lateral length completed
  • 240 stages
  • 72mm pounds of sand
  • 6,000 boe/d oil produced

E&P Revenue/Day = ~$65,0001

BARRIERS TO ENTRY CONTINUE TO INCREASE

Increased capital efficiency → ↑ROIC

6 wells on a pad requires 1 wireline unit

  • Dissolvable plugs can save operators

~24 days per 6-well pad in reduced drill-out time & ~12 days saved with clean-out run

  • Generating between $9.4 - $4.7mm of

incremental revenue in this featured well pad

  • Eliminates time and risk of drilling out

plugs, as well as associated service costs

E&P Revenue/Day = ~$390,0001

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MULTI-WELL PADS CONCENTRATE RISK

6 single wells required 6 wireline units

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SLIDE 9

BROAD FOOTPRINT ENABLES TECHNOLOGY LEADERSHIP

Service Coverage Area and Revenue by Region1 Major Unconventional Basins

1 YTD as of 12/31/2017 and pro forma for Magnum acquisition.

Permian 35% Rockies 5% MidCon 10% Marcellus / Utica 18% Haynesville 9% Bakken 8% Canada 4% Barnett 1% Eagle Ford 9%

FOOTPRINT IN EVERY MAJOR NAM BASIN –

significant benefit to potential strategic partners through distribution volume

EXCELLENT NAM REACH CAPABILITY –

proximity to the field, customer and acreage

LOCALIZED TEAMS WITH REGIONAL KNOWLEDGE –

share best practices internally and with customers

~2% of overall revenue comes from outside NAM

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BARRIERS TO ENTRY THROUGH TECHNOLOGY AND SERVICE

COMPLETION SOLUTIONS PERFORMANCE BARRIERS EQUIPMENT BARRIERS → FIT FOR “DEEP REACH”

Cementing Services

  • ~14,000 cementing jobs with on-time

rate of ~90%1

  • High-quality dedicated Midland, Delaware and Eagle

Ford labs (to API specs) with testing capabilities to cement laterals over 10,000’ long → Redundant pumps with 1,000 HP and dual-sided bulk plants

Completion Tools

  • ~154,000 isolation and stage 1 tools

and ~22,000 frac sleeves deployed2

  • ~31,000+ dissolvable plugs deployed3
  • Owned IP of one of the most critical and prolific

isolation tools for laterals reaching beyond 10,000’ → Highly dependable “toe” and casing flotation solutions

Wireline Services

  • ~99,000 stages with a success rate over

99%1

  • Conveying greaseless wireline with less friction in super

laterals

  • Longest wireline completion of 19,000+ feet in lateral

Coiled Tubing Services

  • ~7,100 jobs and ~147 million running

feet of coiled tubing with a success rate greater than 99%4 (Average lateral length/job +20,000 feet)

  • ~ 75% of coil fleet by end of year will be “Big Pipe” deep

reach (≥2.375” diameter) → coupled with high HP frac pumps to push coil further downhole

PRODUCTION SOLUTIONS PERFORMANCE BARRIERS EQUIPMENT BARRIERS → FIT FOR “DEEP REACH”

Well Services

  • 65% utilization rate compared to 46%

industry average5

  • Fit for purpose fleet
  • ~40% of fleet capable of performing completion-
  • riented work

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HOW DOES NINE BUILD MOATS AROUND THE BUSINESS? Service + technology / equipment + people to service the longest laterals today and tomorrow

1 Management estimates for time period from January 2014 to September 30, 2018. 2 Management estimates for time period from March 2011 to September 30, 2018. 3 Management

estimates from Magnum for time period from January 2014 through September 2018. 4 Management estimates for time period from April 2014 to September 30, 2018. 5 Industry average based on Association of Energy Service Companies; period from January 2015 to September 30, 2018.

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5.5 14.5

2014 Q3 2018

27 48

2014 2017

6% 16%

2014 Q3 2018

Nine Holds a Competitive Advantage in US Cementing Leading to Significant Market Share Gains

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1

2

167%

PROOF OF PERFORMANCE

Nine US Wireline & Completion Tools % of stages completed Nine Avg. Stages Completed Per Well Stages / Employee / Month 2

17% 28%

YE 2014 9/30/2018 Nine % rigs followed – South Texas

2

10% 13%

YE 2014 9/30/2018 Nine % rigs followed – West Texas

2 Source: 1Management estimates of legacy Nine frac stages relative to industry frac stages based on Spears & Associates updated Oct 2018. Does not include Magnum; 2Company

  • Information. Does not include Magnum

78% 65% 30%

Majority Of Nine’s Completion Work Is Long Laterals Has Led To Increased Efficiencies And Higher Barriers To Entry

164%

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CUSTOMERS WHO TRUST US

COMPLETION PRODUCTION

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Diverse, blue-chip customer base with minimal concentration

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PROFESSIONALIZED HSE PROGRAM

IMPROVED HSE REPORTING AND PERFORMANCE ACROSS SERVICE LINES

Nine TRIR1

2.47 1.50 1.26 1.44 0.8 2014 2015 2016 2017 2018 YTD (Q3) 67% Reduction 13

1Does not include Magnum
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RETURNS-FOCUSED GROWTH PHILOSOPHY

Permian Midcon Northeast Bakken Rockies Canada Eagle Ford Haynesville Wireline Cementing Completion Tools Coiled Tubing Well Service

NINE PRESENCE

Balance of Organic Growth and Strategic M&A:

Augment technology portfolio + Enhance NAM footprint

ORGANIC GROWTH

  • Strategic expansion of existing service lines within NAM

basins

  • Deployment of capex for high-quality and differentiated

equipment and facilities within the most active basins

  • Market share gains through service and technology
  • Securing and maintaining best talent in the industry

DISCIPLINED M&A

  • Continue to consolidate highly fragmented industry
  • Target only best-in-class companies and management

teams

  • Competitive advantage securing and sourcing non-

marketed deals

  • Entrepreneurs want to partner and stay with “like-

minded” and nimble management team

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FINANCIAL OVERVIEW

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$24 $31 $38

Q1 18 Q2 18 Q3 18

3% 8% 12%

Q1 18 Q2 18 Q3 18

Revenue

$2 $9 $14

Q1 18 Q2 18 Q3 18

$174 $206 $218

Q1 18 Q2 18 Q3 18

NINE STANDALONE 2018 FINANCIAL PERFORMANCE

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2018 QUARTERLY RESULTS – LEGACY NINE ($MM)

+~18%

Does not include any financial information for Magnum See appendix for Adjusted EBITDA and ROIC reconciliation.

Adjusted EBITDA

+~27% +~429% +~167% +~6% +~25%

  • Adj. EBITDA

Margin 14% 15% 18%

Net Income ROIC

+~51% +~50%

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SLIDE 17

$57 $90 $145 $2 $23 $44 2016 2017 1H 2018 (annualized)

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MAGNUM OIL TOOLS OVERVIEW

MAGNUM STANDALONE FINANCIAL OVERVIEW ($MM)

  • On October 25, 2018 Nine acquired Magnum Oil Tools
  • Transaction is accretive to EPS, margins and long-term ROIC, and will significantly enhance Nine’s free

cash flow generation while reducing capital and labor intensity

  • Provides patented, market-leading downhole completions products
  • Proprietary designs and technology with 80+ patents
  • Product sales in major U.S. unconventional basins and internationally
  • Robust in-house R&D team with engineers experienced in designing and commercializing new technology
  • Debt free balance sheet

$0.2 $0.3 $0.6 2016 2017 1H 2018 (annualized)

REVENUE & ADJUSTED EBITDA CAPEX

4% 26% 31% % margin: $2 $23 $44 2016 2017 1H 2018 (annualized)

ADJUSTED EBITDA LESS CAPEX

Note: 1H 2018 represents annualized figures.

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PRO FORMA FINANCIAL OVERVIEW

ADJUSTED EBITDA - CAPEX

$283 $544 $759 2016 2017 1H 2018 $57 $90 $145 2016 2017 1H 2018 $10 $60 $109 2016 2017 1H 2018 $2 $23 $44 2016 2017 1H 2018 $0.4 $13 $73 2016 2017 1H 2018 $2 $23 $44 2016 2017 1H 2018

NINE MAGNUM

Note: 1H 2018 represents annualized figures.

1Pro forma calculations are based on Nine’s historical consolidated financial statements and Magnum’s historical consolidated financial statements as adjusted to give effect to Nine’s acquisition of Magnum

and the related financing transactions

ADJUSTED EBITDA

% Margin: $340 $633 $903 2016 2017 1H 2018 $12 $83 $153 2016 2017 1H 2018 $3 $38 $116 2016 2017 1H2018

PRO FORMA1

CAPEX

$9 $45 $36 2016 2017 1H 2018 $0.2 $0.3 $0.6 2016 2017 1H 2018 $9 $46 $37 2016 2017 1H 2018

($mm)

REVENUE

3% 11% 14% 4% 26% 31% 4% 13% 17%

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PRO FORMA CAPITALIZATION (10/25/18)

In conjunction with the Magnum transaction, which closed on October 25, 2018, Nine put a new capital structure in place with long-dated maturities and enhanced financial flexibility

  • Total upfront consideration of $493mm

consisted of approximately $334mm of cash, subject to customary adjustments, as well as 5 million shares of Nine common stock

  • In conjunction with the transaction, Nine

issued $400mm in aggregate principal amount of 8.75% senior unsecured notes due 2023 at par and closed on a new asset-based loan credit facility with total commitments of $200mm with ~$111mm available at close

  • Following the close of the Magnum

transaction on October 25th, Nine has a total liquidity position of $130mm

  • Nine anticipates a reasonable pathway to

reach target leverage of 1x net debt/EBITDA within the next 12-24 months

PRO FORMA CAPITALIZATION

As of October 25, 2018 ($MM) Cash $50.6 Debt New ABL Credit Facility 35.0 New Senior Unsecured Notes 400.0 Total debt $435.0 Net Debt $384.4 Total cash $50.6 ABL availability $111.0 Total liquidity $161.6

COMMENTARY

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UNIQUE VALUE PROPOSITION

Completions focused Technology and service differentiation Ability to service the most technically demanding wells Returns-focused business philosophy Access to entire addressable market Leading market position across broad geographic footprint Entrepreneurial, highly incentivized and aligned management team Strategy works in every basin for every well

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CLOSE TO PERFECTION. FAR FROM ORDINARY. DRIVEN TO SUCCEED.

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APPENDIX

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SLIDE 23 (1) Nine closed the acquisitions of Crest Pumping Technologies on June 30, 2014 and Dak-Tana Wireline on April 30, 2014 and Beckman closed the acquisitions of RedZone Coil Tubing on May 2, 2014 and Big Lake Services, LLC
  • n August 29, 2014. As a result, financial results relating to each acquisition for periods prior to the close of each of the aforementioned acquisitions are not reflected in the full year 2014 results. We believe that presenting
investors with the annualized information for the six months ended December 31, 2014 provides a representative period of the profitability of our business in a high demand environment, including six months of results from the acquisitions of Dak-Tana Wireline, Crest Pumping Technologies and RedZone Coil Tubing and the results of the acquisition of Big Lake Services, LLC from August 29, 2014 through December 31, 2014. For comparative purposes, we have also included such information for the six months ended June 30, 2014. (2) For 2014, represents a non-cash impairment charge related to the divestiture of certain assets of a subsidiary whose primary focus was conventional completions. (3) Loss or gain related to the revaluation of liability for contingent consideration relating to our acquisition of Scorpion to be paid in shares of Company common stock and in cash, contingent upon quantities of Scorpion Composite Plugs sold during 2016 and gross margin related to the product sales for three years following the acquisition. (4) Amount represents fees and legal settlements associated with legal proceedings brought pursuant to the Fair Labor Standards Act and/or similar state laws.

NINE STANDALONE ADJ. EBITDA RECONCILIATION

Three Months Ended Year ended December 31 Six months ended Six months ended ($ mm unless otherwise noted) 30-Sep-18 30-Jun-18 31-Mar-18 2017 2016 2015 2014 June 30, 20141 December 31, 20141

EBITDA Reconciliation

Net income (loss) $13.7 $9.0 $1.68 ($67.68) ($70.90) ($39.10) $48.00 $27.10 $20.90 Interest expense 1.6 1.8 2.9 15.7 14.2 9.9 9.6 2.8 6.7 Depreciation 13.7 13.2 13.1 53.4 55.3 58.9 40.2 13.1 27.1 Amortization 1.9 1.9 1.9 8.8 9.1 8.7 6.4 2.1 4.3 Provision (benefit) from income taxes 1.1 .65 0.09

  • 5.0
  • 26.3
  • 14.3

44.5 17 27.6 EBITDA $31.9 $26.6 $19.71 $5.26 ($18.70) $24.00 $148.60 $62.00 $86.60

Adjusted EBITDA Reconciliation

EBITDA $31.9 $26.6 $19.71 $5.26 ($18.70) $24.00 $148.60 $62.00 $86.60 Impairment of goodwill and other intangible assets

  • 35.3

12.2 35.5

  • Transaction expenses

2.3

  • 0.4

3.6

  • 0.2

3.9 2.8 1.1 Loss from discontinued operations2

  • 0.9

28.2 2 26.2 Loss or gains from the revaluation of contingent liabilities3 0.5 0.6 1.1 0.4 1.7

  • 0.3
  • Loss on equity investment

0.8 0.1 .08 0.4

  • Non-cash stock-based compensation expense

3.5 4.0 2.2 7.6 5.7 5.5 5.4 1.9 3.5 Loss or gains on sale of assets (1.2) (0.9) 0.4 4.7 3.3 2 1

  • 0.9

Legal fees and settlements4 1.7 0.2 0.3 1.0 4.1

  • Inventory writedown
  • 1.4

0.3 2.8 1

  • 1

Restructuring costs

  • 1.1

3.3

  • Adjusted EBITDA

$38.4 $30.6 $24.1 $59.58 $9.80 $73.90 $188.20 $68.80 $119.40 Revenue 218.4 205.5 173.8 543.7 282.4 478.5 663.2 240 423.2 % Adj. EBITDA margin 18% 15% 14% 11% 3% 15% 28% 29% 28%

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NINE STANDALONE ROIC RECONCILIATION

($ MM UNLESS OTHERWISE NOTED) Three Months Ended 30-Sep-18 Three Months Ended 30-Jun-18 Three Months Ended 31-Mar-18 Year Ended December 31 2014

After-tax net operating profit reconciliation: Income (loss from continuing operations net of tax) $13.7 $9.0 $1.7 $76.2 Add back: Interest expense $1.6 1.8 2.9 9.6 Exclude: Taxes on interest (0.3) (0.4) (0.6) (3.5) After-tax net operating profit $14.9 $10.5 $4.0 $82.2 Total capital as of prior period-end:1 Total stockholders' equity $472.2 $459.4 $287.4 $192.5 Total debt 115.3 115.3 242.2 140.8 Less: Cash and cash equivalents (70.9) (72.9) (17.5) (18.5) Total capital $516.6 $501.8 $512.1 $314.8 Total capital as of period-end: Total stockholders' equity $490.6 $472.2 $459.4 $389.6 Total debt 115.3 115.3 115.3 379.7 Less: Cash and cash equivalents (86.5) (70.9) (72.9) (24.2) Total capital $519.4 $516.6 $501.8 $745.1 Average total capital $518.0 $509.2 $506.9 $529.9 ROIC 12% 8% 3% 16%

ROIC is defined as after-tax net operating profit divided by average total capital. After-tax net operating profit is defined as income (loss) from continuing operations (net of tax) plus interest expense, less taxes on interest. Total capital is defined as book value of equity plus the book value of debt less balance sheet cash and cash equivalents. Book value of equity is average of current and prior year total equity balances. Book value of net debt is average of current and prior period-end net debt balances.

1 For 2014, total capital as of prior year-end is based on Beckman and Nine combined unaudited historical financial information.

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MAGNUM STANDALONE ADJ. EBITDA RECONCILIATION

($ mm unless otherwise noted) 2016 2017 1H'18

EBITDA Reconciliation Net income (loss)

$1 $22 $21

Interest expense Depreciation

1 1 0.4

Income tax expense (benefit)

1

EBITDA

$2 $23 $22

Adjusted EBITDA Reconciliation EBITDA

$2 $23 $22

Transaction expenses

  • Adjusted EBITDA

$2 $23 $22

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NINE PRO FORMA ADJ. EBITDA RECONCILIATION

($ mm unless otherwise noted) 2017 1H'18

EBITDA Reconciliation Net income (loss)

($71) $15

Interest expense

36 18

Depreciation

55 27

Amortization

19 9

Income tax expense (benefit)

(7) 3

EBITDA

$31 $72

Adjusted EBITDA Reconciliation EBITDA

$31 $72

Impairment of goodwill and other intangible assets

35

  • Transaction expenses

4 0.4

Loss from the revaluation of contingent liabilities

0.4 2

Loss on equity investment

0.4 0.2

Non-cash stock-based compensation expense

8 6

(Gain) loss on sale of assets

5 (1)

Legal fees and settlements

1 0.5

Adjusted EBITDA

$84 $80

The above pro forma Adjusted EBITDA calculations are based on Nine’s historical consolidated financial statements and Magnum’s historical consolidated financial statements as adjusted to give effect to Nine’s acquisition of Magnum and the related financing transactions

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SLIDE 27
  • Nine has a total liquidity position of

$136.0mm as of 9/30/18

  • Nine will be disciplined with capital

deployment, with a ROIC-focused philosophy 27

BALANCE SHEET & LIQUIDITY POSITION (9/30/18)

CAPITALIZATION

As of September 30, 2018 ($MM) Cash $86.5 Debt New Revolving Credit Borrowings 0.0 New Term Loan 115.3 Total debt 115.3 Net Debt $28.8 Total cash $86.5 RCF availability 49.5 Total liquidity $136.0

COMMENTARY