HOUSTON, Oct. 22, 2019 /PRNewswire/ -- C&J Energy Services, Inc. ("C&J") (NYSE: CJ) and Keane Group, Inc. ("Keane") (NYSE: FRAC) today announced that the shareholders of both companies approved all of the proposals necessary for the closing of the previously announced all-stock merger of equals between Keane and C&J. The merger of equals is anticipated to close on October 31, 2019, following the satisfaction of other customary closing conditions.

At the special meeting of C&J shareholders held today in Houston, Texas, C&J shareholders voted to approve the pending transaction with Keane. Approximately 83% of the outstanding shares of C&J common stock voted at the C&J special meeting, with more than 99% of the votes cast in favor of adoption of the merger agreement.

At the special meeting of Keane shareholders held today in Houston, Texas, Keane shareholders voted to approve the pending transaction with C&J. Approximately 90% of the outstanding shares of Keane common stock voted at the Keane special meeting, with more than 99% of the votes cast in favor of approving the issuance of Keane common stock to current C&J stockholders pursuant to the merger agreement.

Upon the closing of the merger, C&J and Keane will create a new leading well completion and production services company to be called NexTier Oilfield Solutions Inc. NexTier Oilfield Solutions' common stock will trade on the New York Stock Exchange under the ticker symbol "NEX".  

"We are pleased that shareholders voted in favor of this combination, which creates an industry-leading, diversified oilfield services provider," said Robert Drummond, the designated Chief Executive Officer of NexTier Oilfield Solutions Inc. "Today's approvals represent a key milestone in completing the transaction and clearly support our view that this merger of equals will provide many strategic and financial benefits, with our increased scale and density across services and geographies and a prominent presence in the most active U.S. basins." 

"We appreciate the strong support we have received from shareholders for the transaction," said Don Gawick, President and Chief Executive Officer of C&J. "In forming a leading U.S. well completions and production services company with Keane, we look forward to continuing our work together to realize the value this combination can bring to our employees, shareholders, customers, suppliers, and the communities in which we operate."

C&J and Keane will each file the final vote results for their respective special meetings on a Form 8-K with the U.S. Securities and Exchange Commission.

About C&J Energy Services, Inc.

C&J Energy Services, Inc. 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. C&J offers 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, fluid management, other completions logistics, and specialty well site support services. C&J is headquartered in Houston, Texas and operates across all active onshore basins in the continental United States. For additional information about C&J, please visit https://cjenergy.com.  

About Keane Group, Inc.

Headquartered in Houston, Texas, Keane is one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. Keane's primary service offerings include horizontal and vertical fracturing, wireline perforation and logging, engineered solutions and cementing, as well as other value-added service offerings.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. The words "believe" "continue," "could," "expect," "anticipate," "intends," "estimate," "forecast," "project," "should," "may," "will," "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Keane's and C&J's control. Statements in this communication regarding Keane, C&J and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Keane's and C&J's business and future financial and operating results, the amount and timing of synergies from the proposed transaction, and the closing date for the proposed transaction, are based on management's estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Keane's and C&J's control. These factors and risks include, but are not limited to, (i) the competitive nature of the industry in which Keane and C&J conduct their business, including pricing pressures; (ii) the ability to meet rapid demand shifts; (iii) the impact of pipeline capacity constraints and adverse weather conditions in oil or gas producing regions; (iv) the ability to obtain or renew customer contracts and changes in customer requirements in the markets Keane and C&J serve; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) the effect of environmental and other governmental regulations on Keane's and C&J's operations; (viii) the effect of a loss of, or interruption in operations of, one or more key suppliers, including resulting from product defects, recalls or suspensions; (ix) the variability of crude oil and natural gas commodity prices; (x) the market price and availability of materials or equipment; (xi) the ability to obtain permits, approvals and authorizations from governmental and third parties; (xii) Keane's and C&J's ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in Keane's and C&J's industry; (xiii) fluctuations in the market price of Keane's and C&J's stock; (xiv) the level of, and obligations associated with, Keane's and C&J's indebtedness; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of C&J's businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Keane's and C&J's ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of such risks and other factors, see Keane's and C&J's filings with the Securities and Exchange Commission (the "SEC"), including under the heading "Risk Factors" in Item 1A of Keane's Annual Reports on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2018, filed on February 27, 2019 and August 19, 2019, respectively, and C&J's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019 and in other periodic filings, available on the SEC website or www.keanegrp.com or www.cjenergy.com. Keane and C&J assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement.

Contacts

Keane Investor Contact
Greg Powell
President & CFO
investors@keanegrp.com

Marc Silverberg
Managing Director (ICR)
marc.silverberg@icrinc.com

C&J Investor Contact
Jan Kees "JK" van Gaalen
Chief Financial Officer
investors@cjenergy.com

Daniel Jenkins
VP – Investor Relations
investors@cjenergy.com

Media
Sharon Stern / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449

View original content:http://www.prnewswire.com/news-releases/cj-energy-services-and-keane-shareholders-approve-merger-of-equals-announce-new-combined-company-name-300943376.html

SOURCE C&J Energy Services; Keane Group, Inc.

HOUSTON, Oct. 22, 2019 /PRNewswire/ -- C&J Energy Services, Inc. (the "Company") (NYSE: CJ) today announced that the Board of Directors of the Company made a determination of surplus under Delaware law and ratified its prior declaration of a cash dividend of $1.00 per share on all of the Company's outstanding common stock to holders of record at the close of business on October 18, 2019, to be payable on October 30, 2019.

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 to oil and gas exploration and production companies throughout the United States. We offer a comprehensive suite of services throughout the life cycle of the well, including fracturing, cased-hole wireline and pumpdown, cementing, coiled tubing, rig services, fluids management and other well support services. We are headquartered in Houston, Texas and operate across all active onshore basins of the continental United States.  For additional information, please visit  www.cjenergy.com.

C&J Energy Services Investor Contact

Daniel E. Jenkins
Vice President – Investor Relations
investors@cjenergy.com 
1-713-325-6000

View original content to download multimedia:http://www.prnewswire.com/news-releases/cj-energy-services-confirms-special-cash-dividend-300943381.html

SOURCE C&J Energy Services

HOUSTON, Oct. 4, 2019 /PRNewswire/ -- C&J Energy Services, Inc. (NYSE: CJ) announced today that yesterday evening the Board of Directors of the Company declared, contingent on further action by the Board to establish a payment date and to determine surplus under Delaware law, a cash dividend of $1.00 per share on all of the Company's outstanding common stock to holders of record at the close of business on October 18, 2019.

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 to oil and gas exploration and production companies throughout the United States. We offer a comprehensive suite of services throughout the life cycle of the well, including fracturing, cased-hole wireline and pumpdown, cementing, coiled tubing, rig services, fluids management and other well support services. We are headquartered in Houston, Texas and operate across all active onshore basins of the continental United States.  For additional information, please visit www.cjenergy.com.

C&J Energy Services Investor Contact

Daniel E. Jenkins
Vice President – Investor Relations
investors@cjenergy.com
1-713-325-6000

View original content to download multimedia:http://www.prnewswire.com/news-releases/cj-energy-services-announces-special-cash-dividend-300931025.html

SOURCE C&J Energy Services, Inc.

HOUSTON, Oct. 2, 2019 /PRNewswire/ -- C&J Energy Services ("C&J") (NYSE: CJ) and Keane Group, Inc. ("Keane") (NYSE: FRAC) today announced the future executive leadership team of the combined company effective upon completing their pending merger of equals.  

"This announcement is another important step forward in merging our highly complementary businesses to create one of the largest U.S. well completion services companies," said Robert Drummond, the designated Chief Executive Officer of the combined company. "This executive leadership team reflects the strengths of both Keane and C&J and possesses the qualities, skills and experience that will help drive our successful future together. As individuals, each executive has exemplary industry expertise, and collectively, they will form the most capable team in oilfield services as we join our resources, talents and strengths to deliver the highest level of customer service and generate leading long-term value for shareholders."

The previously announced leadership appointments are:

• Patrick Murray, Chair of the Board of Directors;
• Robert Drummond, President, Chief Executive Officer and Director;
• Jan Kees van Gaalen, Executive Vice President and Chief Financial Officer; and
• Gregory Powell, Executive Vice President and Chief Integration Officer.

Following are the operational leaders, reporting to Mr. Drummond:

• Billy Driver, Senior Vice President, Product Lines: management of the Hydraulic Fracturing, Integrated Wireline, Wireline & Pumpdown, Cementing and Coiled Tubing product lines. 
• Ian Henkes, Senior Vice President, Operations: management of regional field operations for the Hydraulic Fracturing, Integrated Wireline, Wireline & Pumpdown, Cementing and Coiled Tubing product lines.
• Jack Renshaw, Senior Vice President, Well Services: management of the Well Services product lines.

In addition to Mr. van Gaalen and Mr. Powell, following are the corporate and functional leaders, reporting to Mr. Drummond:

• Ed Keppler, Senior Vice President, Operations & Shared Services: management of Maintenance, Quality and HSE (Health, Safety & Environment) and Supply Chain.
• Ted Lafferty, Senior Vice President and Chief Technology Officer: management of technology solutions, manufacturing and business initiatives (digital, surface and downhole technologies).
• Kevin McDonald, Executive Vice President, Chief Administrative Officer and General Counsel: management of corporate governance, legal matters, compliance, human resources, risk management, corporate communications, and serve as corporate secretary.
• Richard Vaclavik, Senior Vice President and Chief Commercial Officer: management of sales, marketing and customer engagement.

Mr. Driver, Mr. Keppler and Mr. Renshaw are currently executives of C&J; Mr. McDonald, Mr. Henkes, Mr. Lafferty and Mr. Vaclavik are currently executives of Keane.

As previously announced on June 17, 2019, Keane and C&J have entered into a definitive agreement to combine the companies in an all-stock merger of equals. The merger of equals will create a leading well completion and production services company in the U.S., with increased scale and density across services and geographies with a prominent presence in the most active U.S. basins. Both C&J and Keane share a commitment to safety and integrity, employee development, partnerships with top-tier customers, technological innovation, and strong community relationships, all of which will be reflected in the operations of the combined company.

The merger of equals remains on target to close in the fourth quarter of 2019, following C&J and Keane shareholder approval and receipt of other customary closing conditions.

About Keane Group, Inc.

Headquartered in Houston, Texas, Keane is one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. Keane's primary service offerings include horizontal and vertical fracturing, wireline perforation and logging, engineered solutions and cementing, as well as other value-added service offerings.

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. C&J offers 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, fluid management, other completions logistics, and specialty well site support services. C&J is headquartered in Houston, Texas and operates across all active onshore basins in the continental United States. For additional information about C&J, please visit https://cjenergy.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. The words "believe" "continue," "could," "expect," "anticipate," "intends," "estimate," "forecast," "project," "should," "may," "will," "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Keane's and C&J's control. Statements in this communication regarding Keane, C&J and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Keane's and C&J's business and future financial and operating results, the amount and timing of synergies from the proposed transaction, and the closing date for the proposed transaction, are based on management's estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Keane's and C&J's control. These factors and risks include, but are not limited to, (i) the competitive nature of the industry in which Keane and C&J conduct their business, including pricing pressures; (ii) the ability to meet rapid demand shifts; (iii) the impact of pipeline capacity constraints and adverse weather conditions in oil or gas producing regions; (iv) the ability to obtain or renew customer contracts and changes in customer requirements in the markets Keane and C&J serve; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) the effect of environmental and other governmental regulations on Keane's and C&J's operations; (viii) the effect of a loss of, or interruption in operations of, one or more key suppliers, including resulting from product defects, recalls or suspensions; (ix) the variability of crude oil and natural gas commodity prices; (x) the market price and availability of materials or equipment; (xi) the ability to obtain permits, approvals and authorizations from governmental and third parties; (xii) Keane's and C&J's ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in Keane's and C&J's industry; (xiii) fluctuations in the market price of Keane's and C&J's stock; (xiv) the level of, and obligations associated with, Keane's and C&J's indebtedness; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of C&J's businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Keane's and C&J's ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of such risks and other factors, see Keane's and C&J's filings with the Securities and Exchange Commission (the "SEC"), including under the heading "Risk Factors" in Item 1A of Keane's Annual Reports on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2018, filed on February 27, 2019 and August 19, 2019, respectively, and C&J's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019 and in other periodic filings, available on the SEC website or www.keanegrp.com or www.cjenergy.com. Keane and C&J assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement.

Important Additional Information Regarding the Merger of Equals 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 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 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 Reports on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2018, filed on February 27, 2019 and August 19, 2019, respectively. 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.

Contacts

Keane Investor Contact
Greg Powell
President & CFO
investors@keanegrp.com

Marc Silverberg
Managing Director (ICR)
marc.silverberg@icrinc.com

C&J Investor Contact
Jan Kees "JK" van Gaalen
Chief Financial Officer
investors@cjenergy.com

Daniel Jenkins
VP – Investor Relations
investors@cjenergy.com

Media
Sharon Stern / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449

View original content:http://www.prnewswire.com/news-releases/cj-energy-services-and-keane-announce-executive-leadership-team-of-combined-company-300930074.html

SOURCE C&J Energy Services; Keane Group, Inc.

HOUSTON, Aug. 6, 2019 /PRNewswire/ -- 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

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-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%.

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.

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 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.

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 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 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.

View original content to download multimedia:http://www.prnewswire.com/news-releases/cj-energy-services-announces-second-quarter-2019-results-300896745.html

SOURCE C&J Energy Services, Inc.

HOUSTON, July 25, 2019 /PRNewswire/ -- C&J Energy Services, Inc. (NYSE: CJ) announced today that it will issue its second quarter 2019 financial and operating results on Tuesday, August 6, 2019, before the market open. In conjunction with this release, C&J Energy Services has scheduled a conference call for 10:00 a.m. E.T. (9:00 a.m. C.T.) on Tuesday, August 6, 2019, which will be webcast live. Supplemental materials referenced on the conference call will be posted immediately prior to the call in the investor relations section on the Company's website. Information on how to access the conference call and webcast is set forth below:

For those who cannot listen to the live call, a telephonic replay will be available through August 13, 2019 and may be accessed by calling U.S. (Toll Free): 1-877-344-7529 or International: 1-412-317-0088, using the access code: 10133211. An archive of the webcast will also be available shortly after the call at www.cjenergy.com on the Investor Relations page.

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 to oil and gas exploration and production companies throughout the United States. We offer a comprehensive suite of services throughout the life cycle of the well, including fracturing, cased-hole wireline and pumpdown, cementing, coiled tubing, rig services, fluids management and other well support services. We are headquartered in Houston, Texas and operate across all active onshore basins of the continental United States. For additional information, please visit www.cjenergy.com.

C&J Energy Services Investor Contact

Daniel E. Jenkins
Vice President – Investor Relations
investors@cjenergy.com
1-713-325-6000

View original content to download multimedia:http://www.prnewswire.com/news-releases/cj-energy-services-announces-timing-of-second-quarter-2019-earnings-release-and-conference-call-300891074.html

SOURCE C&J Energy Services, Inc.

HOUSTON, June 17, 2019 /PRNewswire/ -- C&J Energy Services ("C&J") (NYSE: CJ) and Keane Group, Inc. ("Keane") (NYSE: FRAC) today announced that they have entered into a definitive agreement whereby the companies will combine in an all-stock merger of equals. The combined company will be positioned as an industry-leading, diversified oilfield services provider with a pro-forma enterprise value of approximately $1.8 billion, including $255 million of net debt.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies and the Special Committee of the Keane Board, C&J shareholders will receive 1.6149 shares of Keane common stock for each share of C&J common stock owned. The merger agreement permits C&J to pay its shareholders a cash dividend of $1.00 per share prior to closing. Upon closing, Keane and C&J shareholders will, in the aggregate, each own 50% of the equity of the combined company on a fully diluted basis. The share exchange is expected to be tax-free.

The merger of equals will create a leading well completion and production services company in the U.S., with increased scale and density across services and geographies with a prominent presence in the most active U.S. basins. Both C&J and Keane share a commitment to safety and integrity, employee development, partnerships with blue-chip customers, technological innovation, and strong community relationships, all of which will be reflected in the operations of the combined company. On a pro-forma basis, the combined company would have approximately $4.2 billion in net revenue and approximately $636 million in adjusted EBITDA for the 12 months ended March 31, 2019. In addition, the two companies anticipate to achieve annualized run-rate cost synergies of $100 million within 12 months after closing. With approximately $173 million in cash, or $106 million after the $1.00 per share cash dividend is paid to C&J shareholders, the combined company will have flexibility to invest in growth and technology and return capital to shareholders.

"The merger of equals unites two great companies, resulting in a broader portfolio of well completion services across an even greater footprint in the U.S., benefiting our combined employees, shareholders, customers, suppliers, and the communities in which we operate," said Robert Drummond, Chief Executive Officer of Keane. "With two strong teams, enhanced and diversified operations, a strong balance sheet, ample liquidity, attractive free cash flow and a legacy of successful R&D, the combined company will be well positioned to further invest in technology and innovation, as well as the career development of our employees to drive sustainable growth in our dynamic industry. In C&J, we've found a partner who is equally committed to our strong employee culture with a focus on safety and customers, with whom we are eager to join forces to leverage our combined resources and strengths."

Don Gawick, President and Chief Executive Officer of C&J, said, "This agreement to merge C&J and Keane underscores the highly complementary nature of our two platforms and cultures. We are excited by the many strategic and financial benefits of this combination, including the opportunities for our employees from the greater scale and enhanced capabilities of the combined company. For the customers and markets we serve, our people will continue to deliver the highest level of customer service with quality, safety, integrity and innovation. Given the shared safety focus and passion for excellence of our highly talented workforces, I am confident that the opportunity to leverage each other's strengths will enable a combined organization where the sum of both parts makes a much greater whole. Alongside our talented Keane colleagues, we look forward to expanding and deepening our service capabilities, enhancing our relationships with blue-chip customers and generating long-term, sustainable shareholder value." 

Compelling Strategic and Financial Benefits of the Merger of Equals:

• Greater Scale and Density Across Services and Geographies: Together, the combined company will have 2.3 million hydraulic fracturing horsepower ("HHP") consisting of approximately 50 frac fleets, 158 wireline trucks, 81 pumpdown units, 28 coiled tubing units, 139 cementing units and 364 workover rigs, which together will create a leading U.S. well completion and production services company. The combined company will also have a larger footprint in the most active U.S. basins, including the Permian, Marcellus / Utica, Eagle Ford, Rockies / Bakken, Mid-Continent and California, among others.
• Significant Synergies and Enhanced Opportunity for Value Creation and Investment: The combined company expects to generate annualized run-rate cost synergies of approximately $100 million within a year after closing through cost reductions in sales, general and administrative expenses, supply chain management and optimization of operational processes. In addition, in the highly fragmented, dynamic and evolving oilfield services industry, the combined company is well-positioned to deliver enhanced shareholder returns given anticipated potential for growth and improved margins through the increased utilization of high quality, market ready equipment, synergy capture and benefits of size and scale. With these benefits and enhanced daily trading liquidity, the combination provides an attractive opportunity for equity investors.
• Strong Financial Position: Pro-forma as of March 31, 2019, the combined company will have approximately $173 million in cash, or $106 million after the cash dividend is paid to C&J shareholders, with pro-forma leverage of approximately 0.4x net debt to adjusted EBITDA. In addition, the anticipated $100 million of annualized run-rate synergies will enhance the future liquidity and financial flexibility of the combined company. The merger of equals will also be immediately accretive to cash flow per share and increase the potential for operating cash flow generation. Pro-forma as of March 31, 2019, operating cash flow for the combined company would be $686 million, which excludes the $100 million of expected annualized run-rate cost synergies.  
• Complementary Cultures & Operating Philosophy: The combined company will support sustainable growth through highly complementary services including hydraulic fracturing, cementing, coiled tubing, pumpdown and workover rigs. Keane and C&J will also share best practices for customer service and operational processes, leveraging their combined resources to enhance already strong partnerships and organizational agility. The combined company's talented employees will drive exceptional customer service focused on delivering top-tier safety, efficiency and execution. Deeper penetration in critical growth markets will also broaden the combined company's blue-chip customer base to include most of the largest U.S. onshore exploration and production operators.
• Positioned for Continued Innovation and Investment: With a shared legacy of innovative R&D and a rich portfolio of proprietary technology, the combined company will accelerate investments in continued innovation and advanced, value-added technologies. These investments will include pursuing next generation opportunities in fracking and expanding real-time data and analytics capabilities in an effort to drive operational efficiencies, reduce Non-Productive Time (NPT), enable differentiated service to customers and lower operating costs.

Leadership, Governance and Headquarters

The combined company will be led by a proven management team that reflects the strengths and capabilities of both organizations. Upon close, Patrick Murray, Chairman of the C&J Board of Directors will serve as Chair of the combined company's Board of Directors, and Robert Drummond, Chief Executive Officer of Keane, will serve as President and Chief Executive Officer of the combined company. 

Jan Kees van Gaalen, Chief Financial Officer of C&J, will serve as Executive Vice President and Chief Financial Officer of the combined company, and Gregory Powell, President and Chief Financial Officer of Keane will serve as Executive Vice President and Chief Integration Officer of the combined company. Additional senior executives for the combined company will be selected from top talent at both companies and named prior to the close of the transaction. 

Upon completion of the transaction, the combined company's Board of Directors will comprise 12 directors, six of whom will be from the C&J Board, including the Chairman of C&J, and six of whom will be from the Keane Board, including the Chief Executive Officer of Keane. The combined company's corporate headquarters will remain in Houston, Texas.

Keane and C&J each share a deep heritage and strong brand recognition and following the closing, the combined company will operate under a new corporate name and trade under a new ticker symbol that will leverage the strengths of both brands. The combined company's corporate name and ticker will be announced prior to the close of the transaction.

Approvals and Closing

The transaction has been unanimously approved  by the Board of Directors of C&J. The transaction has been unanimously approved by the Board of Directors of Keane, following the unanimous recommendation of its Special Committee comprising independent directors. The merger is expected to close in the fourth quarter of 2019, following C&J and Keane shareholder approval, regulatory approvals and receipt of other customary closing conditions.

Keane Investor Holdings LLC, which includes an affiliate of Cerberus Capital Management, L.P., Keane family and certain members of Keane management, owns approximately 49 percent of the outstanding shares of Keane and has entered into a support agreement to vote in favor of the transaction.

Advisors

Citi is serving as financial advisor and Schulte Roth & Zabel LLP is serving as legal advisor to Keane. Lazard is serving as financial advisor and Simpson Thacher & Bartlett is serving as legal advisor to the Special Committee of the Keane Board.

Morgan Stanley & Co. LLC is serving as lead financial advisor to C&J, and J.P. Morgan Securities LLC is also serving as a financial advisor to C&J. Kirkland & Ellis is serving as legal advisor to C&J.

Analyst/Investor Conference Call and Webcast

A joint conference call and webcast will be held with the investor community today at 7:00 am CT/8:00 am ET to discuss the combination and supplemental information regarding the transaction has been provided in a joint investor presentation of C&J and Keane, available at www.cjenergy.com and www.keanegrp.com. Interested parties may listen to the conference call via a live webcast accessible at http://public.viavid.com/index.php?id=134959 or by calling U.S. (Toll Free): 1-877-407-9716 or International: 1-201-493-6779, and using the conference ID: 13691794.

A playback of the call will also be available by telephone beginning at 10:00 a.m. CT/11:00 a.m. ET today until 10:59 p.m. CT/11:59 p.m. ET on June 24, 2019 by calling U.S. (Toll Free): 1-844-512-2921 or International: 1-412-317-6671, and using the replay pin number: 13691794.

About Keane Group, Inc.

Headquartered in Houston, Texas, Keane is one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. Keane's primary service offerings include horizontal and vertical fracturing, wireline perforation and logging, engineered solutions and cementing, as well as other value-added service offerings.

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. C&J offers 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, fluid management, other completions logistics, and specialty well site support services. C&J is headquartered in Houston, Texas and operates across all active onshore basins in the continental United States. For additional information about C&J, please visit https://cjenergy.com.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. The words "believe" "continue," "could," "expect," "anticipate," "intends," "estimate," "forecast," "project," "should," "may," "will," "would" or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Keane's and C&J's control. Statements in this communication regarding Keane, C&J and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Keane's and C&J's business and future financial and operating results, the amount and timing of synergies from the proposed transaction, and the closing date for the proposed transaction, are based on management's estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Keane's and C&J's control. These factors and risks include, but are not limited to, (i) the competitive nature of the industry in which Keane and C&J conduct their business, including pricing pressures; (ii) the ability to meet rapid demand shifts; (iii) the impact of pipeline capacity constraints and adverse weather conditions in oil or gas producing regions; (iv) the ability to obtain or renew customer contracts and changes in customer requirements in the markets Keane and C&J serve; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) the effect of environmental and other governmental regulations on Keane's and C&J's operations; (viii) the effect of a loss of, or interruption in operations of, one or more key suppliers, including resulting from product defects, recalls or suspensions; (ix) the variability of crude oil and natural gas commodity prices; (x) the market price and availability of materials or equipment; (xi) the ability to obtain permits, approvals and authorizations from governmental and third parties; (xii) Keane's and C&J's ability to employ a sufficient number of skilled and qualified workers to combat the operating hazards inherent in Keane's and C&J's industry; (xiii) fluctuations in the market price of Keane's and C&J's stock; (xiv) the level of, and obligations associated with, Keane's and C&J's indebtedness; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of C&J's businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Keane's and C&J's ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of such risks and other factors, see Keane's and C&J's filings with the Securities and Exchange Commission (the "SEC"), including under the heading "Risk Factors" in Item 1A of Keane's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019, and C&J's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 27, 2019 and in other periodic filings, available on the SEC website or www.keanegrp.com or www.cjenergy.com. Keane and C&J assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued "forward-looking statement" constitutes a reaffirmation of that statement.

Non-GAAP Measures

Adjusted EBITDA (the "Non-GAAP Measure") is a performance measure that provides supplemental information that C&J and Keane believe is useful to analysts and investors to evaluate ongoing results of operations, when considered alongside other GAAP measures such as net income, operating income and gross profit. This Non-GAAP Measure excludes the financial impact of items management does not consider in assessing the ongoing operating performance of C&J, Keane, or the new company, and thereby facilitates review of its operating performance on a period-to-period basis. Other companies may have different capital structures and comparability to the results of operations of C&J, Keane, or the new company may be impacted by the effects of acquisition accounting on its depreciation and amortization. As a result of the effects of these factors and factors specific to other companies, C&J and Keane believe Adjusted EBITDA provides helpful information to analysts and investors to facilitate a comparison of their operating performance to that of other companies. The presentation of the Non-GAAP Measure in this press release should not be construed as an inference that its future results will be unaffected by unusual or non-recurring items. A reconciliation of the Non-GAAP Measure has not been provided because such reconciliation could not be produced without unreasonable effort.

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

In connection with the proposed transaction, Keane intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Keane and C&J that also constitutes a prospectus of Keane. Each of Keane and C&J also plan to file 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 U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Keane and C&J. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Keane and C&J, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Keane will be 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 will be 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 713-260-9986.

Participants in the Solicitation

Keane, C&J 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, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. 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 Keane or C&J 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.

Contacts

Keane Investor Contact
Greg Powell
President & CFO
investors@keanegrp.com

Marc Silverberg
Managing Director (ICR)
marc.silverberg@icrinc.com

C&J Investor Contact
Jan Kees"JK" van Gaalen
Chief Financial Officer
investors@cjenergy.com

Daniel Jenkins
VP –Investor Relations
investors@cjenergy.com

Media
Sharon Stern / Ed Trissel
Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449

View original content:http://www.prnewswire.com/news-releases/keane-and-cj-energy-services-to-combine-in-merger-of-equals-establishing-an-industry-leading-diversified-oilfield-services-provider-300869327.html

SOURCE C&J Energy Services; Keane Group, Inc.

HOUSTON, May 7, 2019 /PRNewswire/ -- C&J Energy Services, Inc. ("C&J" or the "Company") (NYSE: CJ) today announced financial and operating results for the first quarter ended March 31, 2019.

First Quarter 2019 Highlights and Recent Developments

• Grew consolidated revenue 4% sequentially to $510.8 million resulting in a net loss of $23.6 million with consolidated Adjusted EBITDA⁽¹⁾ of $49.6 million
• Increased fracturing utilization resulting in revenue growth of 22% and annualized Adjusted EBITDA per fleet⁽³⁾ expansion to $10.2 million
• Improving customer activity levels across our service lines set the stage for expected revenue growth in the second quarter of 2019

First Quarter 2019 Financial Results

"The sequential improvement in our consolidated revenue was driven by the strong operational execution of our fracturing business.  The momentum from increasing our dedicated fleet count at the end of 2018 positioned us well as we entered the new year.  We capitalized on refreshed E&P capital budgets from our customers that drove utilization improvement across our deployed fracturing fleets.  This increase in utilization coupled with customer efficiencies resulted in a 22% sequential increase in fracturing revenue with solid improvement in profitability per deployed fleet.  As we communicated when announcing our fourth quarter 2018 earnings in late February, our other service lines were negatively impacted by inclement weather and lower activity levels for much of the first quarter.  These businesses also experienced varying degrees of pricing pressure, and we had unexpected downtime with several of our large diameter coiled tubing units.  Since March, activity levels have been increasing, supported by better weather conditions and growth in the drilling rig count.  We currently expect to deliver improved sequential results in all of our operating segments in the second quarter.  We continue to focus on driving utilization by partnering with high efficiency customers who value our superior service quality and the safety record of our operations.  As always, and regardless of market conditions, we are committed to creating long-term value for our shareholders by executing a disciplined capital deployment strategy to achieve superior returns, maintaining a strong balance sheet and generating free cash flow," commented C&J's President and Chief Executive Officer, Don Gawick.

For the first quarter of 2019, revenue totaled $510.8 million, a decrease of 7.6% compared to the first quarter of 2018, but an increase of 4.1% compared to the fourth quarter of 2018.  We reported a net loss of $23.6 million, or $(0.36) per diluted share, in the first quarter of 2019, which included $3.3 million, or $0.05 per diluted share, of severance and business divestiture costs, as well as $1.7 million, or $0.03 per diluted share, of other non-routine items.  This compared to net income of $20.6 million, or $0.31 per diluted share, in the first quarter of 2018, and a net loss of $189.5 million, or $(2.87) per diluted share, in the fourth quarter of 2018, which included a $146.0 million impairment of goodwill and a $21.4 million loss on the retirement of certain assets.

We reported an Adjusted Net Loss⁽¹⁾ of $18.5 million, or $(0.28) per diluted share, for the first quarter of 2019, compared to Adjusted Net Income of $28.6 million, or $0.42 per diluted share, for the first quarter of 2018, and an Adjusted Net Loss of $17.9 million, or $(0.27) per diluted share, in the fourth quarter of 2018.  During the first quarter of 2019, Adjusted EBITDA⁽¹⁾ totaled $49.6 million compared to Adjusted EBITDA of $78.6 million in the first quarter of 2018, and Adjusted EBITDA of $52.6 million in the fourth quarter of 2018.

Other Financial Information

Our selling, general and administrative ("SG&A") expense in the first quarter of 2019 was $53.7 million, compared to $65.9 million in the first quarter of 2018, and $49.8 million in the fourth quarter of 2018.  The sequential increase in SG&A expense was the result of higher incentive compensation expense including non-cash share-based compensation and higher payroll taxes that are typical during the first quarter.

Depreciation and amortization expense in the first quarter of 2019 was $59.8 million, compared to $46.3 million in the first quarter of 2018, and $63.4 million in the fourth quarter of 2018.  The sequential decrease was primarily driven by the disposition of certain assets in the fourth quarter of 2018.

Liquidity and Capital Expenditures

As of March 31, 2019, we had a cash balance of $88.8 million and no borrowings drawn on our credit facility.  We exited the first quarter with borrowing capacity of $274.7 million, resulting in $363.5 million of total liquidity as of March 31, 2019.  Capital expenditures totaled $48.3 million during the first quarter of 2019, compared to $63.0 million in the first quarter of 2018, and $66.8 million in the fourth quarter of 2018.

During the first quarter, free cash flow⁽¹⁾ usage totaled $42.7 million mostly to fund capital expenditures and other items that are typical during the first quarter such as annual incentive compensation payments, property taxes and the reset of payroll taxes.  In addition, as a result of increased activity levels, our accounts receivable balance increased by $47.8 million, which we expect will result in increased cash conversion in the second quarter, positioning the Company for free cash flow generation in 2019.

Business Segment Results

Completion Services

In our Completion Services segment, we generated first quarter 2019 revenue of $327.1 million, a decrease of 12.6% compared to revenue of $374.1 million generated in the first quarter of 2018, and an increase of 11.5% compared to fourth quarter 2018 revenue of $293.3 million.  For the first quarter of 2019, we reported net income of $10.6 million resulting in Adjusted EBITDA⁽²⁾ of $54.4 million.  This is compared to net income of $58.1 million resulting in Adjusted EBITDA of $81.8 million for the first quarter of 2018, and a net loss of $17.0 million, which included a $16.3 million loss on the disposition of certain assets and a $6.1 million inventory reserve largely associated with a previously divested business, resulting in Adjusted EBITDA of $44.2 million for the fourth quarter of 2018.

Revenue and profitability in our Completion Services segment increased sequentially due to the strong performance of our fracturing operations.  The operational momentum created by the increase in our dedicated fleet count as we exited 2018, combined with improved customer activity levels and efficiencies in the first quarter, resulted in improved utilization levels and enhanced profitability in our fracturing business.  In our wireline and pumpdown businesses, delayed completion activity in our largest operating area that includes the Bakken and the Rocky Mountains, inclement weather in all of our core operating basins, and a more competitive pricing environment resulted in both revenue and profitability decreasing sequentially.  With the challenging conditions of the first quarter, we worked to increase efficiencies and streamline costs in our wireline and pumpdown businesses, including reallocating assets to more profitable locations and closing select operating districts in line with our disciplined returns focused strategy.

Well Construction and Intervention Services

In our Well Construction and Intervention Services ("WC&I") segment, we generated first quarter 2019 revenue of $79.1 million, a decrease of 9.5% compared to revenue of $87.4 million generated in the first quarter of 2018, and a decrease of 15.4% compared to revenue of $93.5 million generated in the fourth quarter of 2018.  For the first quarter of 2019, we reported a net loss of $3.4 million resulting in Adjusted EBITDA⁽²⁾ of $6.5 million.  This is compared to net income of $5.4 million resulting in Adjusted EBITDA of $16.3 million for the first quarter of 2018, and a net loss of $141.7 million, which included a $146.0 million goodwill impairment charge and a $2.3 million loss on the retirement of certain assets, resulting in Adjusted EBITDA of $15.9 million for the fourth quarter of 2018.

Revenue and profitability decreased sequentially in our WC&I segment primarily due to lower customer activity levels, inclement weather and reduced asset deployment.  These factors, together with the lower overall drilling rig count from smaller public and private customers in West Texas and a more competitive pricing environment in West Texas and the Mid-Continent, negatively impacted our cementing business throughout the first quarter.  In our coiled tubing business, we experienced unexpected downtime with some of our large diameter units, several of which were warrantied by the manufacturer, and all but one returned to service early in the second quarter of 2019.  Additionally, slower than expected completion activity levels in South Texas and the Mid-Continent resulted in lower overall utilization in our coiled tubing business during the first quarter.

Well Support Services

In our Well Support Services segment, we generated first quarter 2019 revenue of $104.6 million, an increase of 14.4% compared to revenue of $91.4 million generated in the first quarter of 2018, and an increase of 0.7% compared to revenue of $103.9 million generated in the fourth quarter of 2018.  For the first quarter of 2019, we reported a net loss of $4.5 million resulting in Adjusted EBITDA⁽²⁾ of $7.0 million.  This is compared to a net loss of $8.6 million resulting in Adjusted EBITDA of $5.6 million for first quarter of 2018, and a net loss of $4.0 million, which included a $2.8 million loss on the retirement of certain assets, resulting in Adjusted EBITDA of $13.1 million for the fourth quarter of 2018.

Segment revenue was essentially flat, but segment profitability declined sequentially due to inclement weather across our operating basins and higher overall labor costs.  In our rig services business, we benefited from the full quarter impact of rate increases implemented in the fourth quarter of 2018, which were offset by multiple instances of harsh weather conditions throughout the back half of the quarter, especially in our largest operating basin of California.  Weather-driven delays also inhibited our ability to get equipment to location to meet continued strong customer demand for plug and abandonment services, which resulted in special services revenue and profitability decreasing sequentially.  In our fluids management business, customer demand continued to improve, but weather-driven delays in our largest operating basins and higher labor costs caused profitability to decline sequentially.

Forward Outlook

Focusing on the second quarter of 2019, we currently expect improved financial results in each of our operating segments. At the end of the first quarter, we experienced a rebound in activity levels and many of the challenges experienced earlier in the quarter subsided.  In our Completion Services segment, customer demand for our fracturing operations is stable, and wireline and pumpdown activity levels have improved nicely off the bottom reached during the first quarter.  While the pricing environment remains challenged in our cementing business, we believe the drilling rig count with our smaller public and private customers in West Texas will continue to recover from the low point reached late in the first quarter.  Our WC&I segment is expected to also benefit from the deployment of all our large diameter coiled tubing fleet during the second quarter.  Now that the seasonally driven weather delays that are typical in both the fourth and first quarters have passed, our Well Support Services segment is experiencing steady customer demand for workover and well maintenance services.  Clearly, the outlook is more favorable, and we are well positioned to grow both revenue and profitability across our service lines and for each of our operating segments.  With that said, the oilfield services environment remains extremely competitive and customers remain very price sensitive.  We will remain focused on the things that we can control and stay committed to generating targeted returns, maintaining capital spending discipline, and generating free cash flow in 2019.

Conference Call Information

We will host a conference call on Tuesday, May 7, 2019 at 10:00 a.m. ET / 9:00 a.m. CT to discuss our first 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: 10130830.

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, other completions logistics, 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 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," variations of such words and similar expressions that convey the uncertainty of future events or outcomes 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:  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 may impact 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 impacts, 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 customers; the failure by one or more of our customers to pay amounts when due, or at all; changes in customer requirements in the markets or industries 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; 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; adverse weather conditions in oil and gas producing regions; operating hazards inherent in our industry, including the possibility of accidents resulting in personal injury or death, property damage or environmental damage; 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; our ability to implement new technologies and services; the loss of, or inability to attract, key management and other competent personnel; a shortage of qualified workers; 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 credit facility.

C&J cautions that the foregoing list of factors is not exclusive.  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. 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.