UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
FORM 8-K
  
 
 
 
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2018
  
 
 
 
 
 
KEANE GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
Delaware
 
001-37988
 
38-4016639
(State or other jurisdiction
 
(Commission File Number)
 
(IRS Employer
of incorporation)
 
 
 
Identification Number)
 
 
 
1800 Post Oak Boulevard, Houston, Texas
 
77056
(Address of principal executive offices)
 
(Zip Code)
(713) 357-9490
Registrant’s telephone number, including area code 

2121 Sage Road, Suite 370, Houston, TX 77056
(Former address of principal executive office)

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ]





Item 2.02 Results of Operations and Financial Condition
On February 25, 2019, Keane Group, Inc. (“we” or the “Company”) issued a news release announcing results for the quarter and year ended December 31, 2018. A copy of the news release is furnished as Exhibit 99.1 and incorporated into this Item 2.02.
On February 26, 2019, the Company will hold a conference call at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to discuss the Company’s fourth quarter and full-year 2018 results. The call can be accessed live over the telephone by dialing (877) 407-9208 or, for international callers, (201) 493-6784. A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921 or, for international callers, (412) 317-6671. The passcode for the replay is 13686481. The replay will be available until March 12, 2019.
The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits
 
 
 
Exhibit
No.
  
Description
 
 
  
 
*
Furnished herewith.







SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
KEANE GROUP, INC.
 
 
 
 
 
 
 
 
By:
 
/s/ Phung Ngo-Burns
 
 
 
 
Name:
 
Phung Ngo-Burns
 
 
 
 
Title:
 
Chief Accounting Officer
 
 
 
 
Date: February 25, 2019
 
 
 
 
 
 





EXHIBIT INDEX
 
 
 
 
Exhibit
No.
  
Description
 
 
  
 
*
Furnished herewith.




Exhibit 99.1

KEANELOGOA01.JPG

Keane Announces Fourth Quarter and Full-Year 2018 Financial and Operational Results

HOUSTON, Texas (February 25, 2019) -  Keane Group, Inc. (NYSE: FRAC) (“Keane” or the “Company”) today reported fourth quarter and full-year 2018 financial and operational results.

Results and Recent Highlights

Reported fourth quarter 2018 revenue of $486.5 million , compared to third quarter 2018 of $ 558.9 million
Realized fourth quarter 2018 net income of $6.1 million , compared to third quarter 2018 net income of $30.8 million
Achieved fourth quarter 2018 Adjusted EBITDA of $88.4 million , compared to third quarter 2018 of $100.9 million
Reported annualized Adjusted Gross Profit per fleet of $20.9 million , compared to third quarter 2018 of $20.5 million
Delivered full-year 2018 revenue of $2.1 billion , compared to full-year 2017 revenue of $1.5 billion
Generated full-year 2018 net cash provided by operating activities of $350.3 million , compared to $79.7 million in 2017
Executed $105.0 million of stock repurchases in 2018; Board authorized third program capacity reset to $100.0 million
Fourth Quarter 2018 Financial Results

Revenue for the fourth quarter of 2018 totaled $486.5 million , a decrease of 13% compared to $558.9 million for the third quarter of 2018. Net income for the fourth quarter of 2018 was $0.06 per share, compared to $0.28 per share reported for the third quarter of 2018. Excluding one-time items and other adjustments further discussed below, net income for the fourth quarter of 2018 was $11.4 million , compared to net income of $24.0 million for the third quarter of 2018.

Adjusted EBITDA for the fourth quarter of 2018 totaled $88.4 million , compared to $100.9 million for the third quarter of 2018. Adjusted Gross Profit for the fourth quarter of 2018 was $113.9 million , compared to $122.3 million for the third quarter of 2018.

Selling, general and administrative expenses for the fourth quarter of 2018 totaled $28.5 million , compared to $27.8 million for the third quarter of 2018. Excluding one-time items, selling, general and administrative expenses for the fourth quarter of 2018 totaled $23.2 million, compared to $19.9 million for the third quarter of 2018, driven by investments in technology.

“I am very pleased with our overall fourth quarter financial results which exceeded our outlook,” said Robert Drummond, Chief Executive Officer of Keane. “As expected, conditions were challenging, but our team remained focused on delivering efficiency for customers and controlling costs across our business, resulting in annualized adjusted gross profit per fleet of approximately $21 million. We maintain significant operational flexibility, and have invested in keeping a portion of our idle fleets ready to respond quickly to market demand going forward.”

Full-Year 2018 Financial Results

Revenue for the full-year 2018 totaled $2.1 billion , an increase of 39% compared to $1.5 billion for the full-year 2017. Net income for the full-year 2018 was $59.3 million , compared to a net loss of $36.1 million for the full-year 2017. Net income per share for the full-year 2018 totaled $0.54 . Adjusted gross profit for the full-year 2018 was $476.7 million , an increase of 73%, compared to $275.0 million for the full-year 2017.

“Our strong fourth quarter results capped off a successful year for Keane,” said Greg Powell, President and Chief Financial Officer of Keane. “Our winning strategy focuses on partnering with like-minded customers under dedicated agreements who share our commitment to safety, efficiency and innovation. We generated more than $350 million in operating cash flow in 2018, enabling us to fund our robust capital return program, organic and inorganic expansion, capital to keep our fleet fresh and market-ready, and investments in technology and innovation initiatives.”



1


Completions Services

Revenue for Completion Services totaled $475.2 million for the fourth quarter of 2018, a decrease of 13% compared to $548.4 million for the third quarter of 2018, driven by reduced utilization from customer’s budget exhaustion, early achievement of production targets, and commodity price differentials, in addition to normal weather and seasonality. For the fourth quarter of 2018, Keane had an average of 25.0 fleets deployed, of which, utilization averaged 88% , resulting in the equivalent of 22.0 fully-utilized fleets. Adjusted Gross Profit for Completion Services totaled $114.7 million for the fourth quarter of 2018, compared to $122.7 million for the third quarter of 2018.

Annualized revenue per average deployed hydraulic fracturing fleet for the fourth quarter of 2018 was $86.4 million , compared to $91.4 million for the third quarter of 2018. Annualized Adjusted Gross Profit per fleet totaled $20.9 million , compared to $20.5 million for the third quarter of 2018. Included in our results for the fourth quarter was approximately $15.0 million of investment in labor and maintenance costs associated with keeping several fleets market-ready.

Other Services

Revenue in Other Services for the fourth quarter of 2018 totaled $11.4 million , compared to $10.5 million for the third quarter of 2018.
 
Fourth Quarter 2018 One-Time Items and Other Adjustments

Adjusted EBITDA for the fourth quarter of 2018 excludes $5.2 million of one-time items related to non-cash stock compensation expense.

Balance Sheet and Capital

Total debt outstanding as of December 31, 2018 was $340.7 million , net of unamortized debt discounts and unamortized deferred charges and excluding capital lease obligations, compared to $341.0 million as of September 30, 2018. As of December 31, 2018, cash and equivalents totaled $80.2 million , compared to $82.8 million as of September 30, 2018.

Total available liquidity as of December 31, 2018 was approximately $264.2 million , which included cash and availability under our asset-based credit facility. Total operating cash flow for the fourth quarter of 2018 was approximately $99.2 million. These operating cash flows, combined with balance sheet cash, were primarily used to fund capital expenditures of approximately $52.2 million, stock repurchases of $35.5 million and debt service of approximately $7.0 million, excluding capital lease obligations.

Stock Repurchase Program Update

During the fourth quarter of 2018, Keane repurchased approximately 3.1 million of its common shares for $35.5 million. For the full-year 2018, Keane repurchased a total of 8.1 million of its common shares for $105.0 million , representing approximately 8% of outstanding shares. Effective February 25, 2019, Keane’s Board of Directors authorized a reset of capacity on its existing stock repurchase program back to $100.0 million and extended the program’s expiration to December 2019.

The stock repurchase program does not obligate Keane to purchase any shares of common stock during any period and the program may be modified or suspended at any time at the Company's discretion.

Outlook

For the first quarter of 2019, total revenue is expected to range between $400 million and $420 million. Keane’s hydraulic fracturing fleet for the first quarter of 2019 will include 29.0 deployable fleets, of which, 22.0 are expected to be deployed. Of this amount, Keane expects to achieve utilization of approximately 90%, resulting in the equivalent of approximately 20.0 fully-utilized hydraulic fracturing fleets during the quarter. Annualized Adjusted Gross Profit per fleet, based on 20.0 fully-utilized fleets, is expected to range between $15.0 million and $17.0 million, including approximately $10 million of labor and maintenance costs associated with keeping a portion of our fleets market-ready.

“We expect sequential revenue declines in the first quarter, driven by increased direct sourcing of sand by certain customers, disruptions in activity from abnormal weather, delays in pad readiness and some price concessions,” continued Mr. Drummond. “The significant and rapid oil price decline emerging late in the fourth quarter disrupted budget cycles for many E&Ps, while awaiting better visibility into the commodity outlook. We remain disciplined, as evidenced by our decision to idle three fleets early

2


in the first quarter after evaluating several market opportunities which did not meet our economic hurdles. Current supply and demand dynamics has led to some pressure on net pricing on deployed fleets, however, most of our customers collaborated with us exhibiting their commitment to our long-term partnership.”

“By the end of the first quarter of 2019, we expect approximately $20 million of adjusted EBITDA tailwind, driven by the abatement of disruptions in activity from abnormal weather, delays in pad readiness and the resolution of strategic labor and maintenance investments we’ve made,” continued Mr. Powell. “Our baseload of activity is strong, with most of our 22 currently deployed fleets committed at least through the end of the year, and 7 currently idle fleets available to support future growth. Regardless of the shape of recovery in activity, we are positioned to generate more than $100 million of free cash flow in 2019 after debt service and capital expenditures. We remain focused on delivering shareholder value by employing a thoughtful and disciplined approach to capital allocation, including maintaining a strong balance sheet and asset base, and returning capital to shareholders.”

Conference Call

On February 26, 2019, Keane will hold a conference call for investors at 7:30 a.m. Central Time (8:30 a.m. Eastern Time) to discuss Keane’s fourth quarter and full-year 2018 results. Hosting the call will be Robert Drummond, Chief Executive Officer, and Greg Powell, President and Chief Financial Officer. The call can be accessed live over the telephone by dialing (877) 407-9208, or for international callers, (201) 493-6784. A replay will be available shortly after the call and can be accessed by dialing (844) 512-2921, or for international callers (412) 317-6671. The passcode for the replay is 13686481. The replay will be available until March 12, 2019.

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.

Definitions of Non-GAAP Financial Measures and Other Items

Keane has included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this press release, including Adjusted EBITDA and Adjusted Gross Profit and ratios based on these financial measures. These measurements provide supplemental information which Keane believes is useful to analysts and investors to evaluate its ongoing results of operations, when considered alongside GAAP measures such as net income and operating income. These non-GAAP financial measures exclude the financial impact of items management does not consider in assessing Keane’s ongoing operating performance, and thereby facilitate review of Keane’s operating performance on a period-to-period basis. Other companies may have different capital structures, and comparability to Keane’s results of operations 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, Keane believes Adjusted EBITDA and Adjusted Gross Profit provide helpful information to analysts and investors to facilitate a comparison of its operating performance to that of other companies.

Adjusted EBITDA is defined as net income (loss) adjusted to eliminate the impact of interest, income taxes, depreciation and amortization, along with certain items management does not consider in assessing ongoing performance. Adjusted Gross Profit is defined as Adjusted EBITDA, further adjusted to eliminate the impact of all activities in the Corporate segment, such as selling, general and administrative expenses, along with cost of services that management does not consider in assessing ongoing performance.

Forward-Looking Statements

The statements contained in this release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” “positioned” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding the Company’s plans, objectives, future opportunities for the Company’s services, future financial performance and operating results and any other statements regarding Keane's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Keane's control, which could cause actual results to differ materially from the results expressed or

3


implied by the statements. These risks and uncertainties include, but are not limited to the operations of Keane; the Company’s future financial condition, results of operations, strategy and plans; results of litigation, settlements and investigations; actions by third parties, including governmental agencies; volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for Keane's services and their associated effect on rates, utilization, margins and planned capital expenditures; global economic conditions; excess availability of pressure pumping equipment, including as a result of low commodity prices, reactivation or construction; liabilities from operations; weather; decline in, and ability to realize, backlog; equipment specialization and new technologies; shortages, delays in delivery and interruptions of supply of equipment and materials; ability to hire and retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and in integrating acquisitions; product liability; political, economic and social instability risk; ability to effectively identify and enter new markets; cybersecurity risk; dependence on our subsidiaries to meet our long-term debt obligations; variable rate indebtedness risk; and anti-takeover measures in our charter documents.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Keane's Securities and Exchange Commission (“SEC”) filings, including the most recently filed Forms 10-Q and 10-K. Keane's filings may be obtained by contacting Keane or the SEC or through Keane's website at http://www.keanegrp.com or through the SEC's Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov. Keane undertakes no obligation to publicly update or revise any forward-looking statement.


Contact:
Investor Relations
(713) 893-3602

Marc Silverberg, ICR
marc.silverberg@icrinc.com



4


KEANE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME
(in thousands, except per share data)
 
Three Months Ended
December 31,
 
Three Months Ended September 30,
 
2018
 
2017
 
2018
 
(Unaudited)
 
(Unaudited)
 
(Unaudited)
Revenue
$
486,549

 
$
501,490

 
$
558,908

Operating costs and expenses:
 
 
 
 
 
Cost of services
372,654

 
389,096

 
436,799

Depreciation and amortization
71,403

 
49,964

 
68,287

Selling, general and administrative expenses
28,466

 
24,611

 
27,783

(Gain) loss on disposal of assets
(122
)
 
(2,418
)
 
1,113

Total operating costs and expenses
472,401

 
461,253

 
533,982

Operating income
14,148

 
40,237

 
24,926

Other income (expenses):
 
 
 
 
 
Other income
(2,386
)
 
9,316

 
14,454

Interest expense
(6,219
)
 
(7,318
)
 
(5,978
)
Total other income (expense)
(8,605
)
 
1,998

 
8,476

Income before income taxes
5,543

 
42,235

 
33,402

Income tax benefit (expense)
585

 
1,712

 
(2,623
)
Net income
6,128

 
43,947

 
30,779

Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
(77
)
 
(12
)
 
28

Hedging activities
(4,309
)
 
785

 
1,119

Total comprehensive income
$
1,742

 
$
44,720

 
$
31,926

 
 
 
 
 
 
Net income per share, basic
$
0.06

 
$
0.39

 
$
0.28

Weighted average shares, basic
105,265

 
111,707

 
108,825

 
 
 
 
 
 





5


KEANE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)
 
Year ended
December 31,
 
2018
 
2017
 
(Unaudited)
 
(Unaudited)
Revenue
$
2,137,006

 
$
1,542,081

Operating costs and expenses:
 
 
 
Cost of services
1,660,546

 
1,282,561

Depreciation and amortization
259,145

 
159,280

Selling, general and administrative expenses
114,258

 
93,526

(Gain) loss on disposal of assets
5,047

 
(2,555
)
Total operating costs and expenses
2,038,996

 
1,532,812

Operating income
98,010

 
9,269

Other income (expenses):
 
 
 
Other income (expense)
(905
)
 
13,963

Interest expense
(33,504
)
 
(59,223
)
Total other expenses
(34,409
)
 
(45,260
)
Income (loss) before income taxes
63,601

 
(35,991
)
Income tax expense
(4,270
)
 
(150
)
Net income (loss)
59,331

 
(36,141
)
Other comprehensive income (loss):
 
 
 
Foreign currency translation adjustments
(114
)
 
96

Hedging activities
(880
)
 
791

Total comprehensive income (loss)
$
58,337

 
$
(35,254
)
 
 
 
 
Net income (loss) per share, basic
$
0.54

 
$
(0.34
)
Weighted average shares, basic
109,335

 
106,321

 
 
 
 


6



KEANE GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS
(in thousands)
 
 
December 31,
 
December 31,
 
 
2018
 
2017
              ASSETS
 
(Unaudited)
 
(Audited)
Current Assets:
 
 
 
 
Cash and cash equivalents
 
$
80,206

 
$
96,120

Trade and other accounts receivable, net
 
210,428

 
238,018

Inventories, net
 
35,669

 
33,437

Assets held for sale
 
176

 

Prepaid and other current assets
 
5,784

 
8,519

Total current assets
 
332,263

 
376,094

Property and equipment, net
 
531,319

 
468,000

Goodwill
 
132,524

 
134,967

Intangible assets
 
51,904

 
57,280

Other noncurrent assets
 
6,569

 
6,775

Total Assets
 
$
1,054,579

 
$
1,043,116

              LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
106,702

 
$
92,348

Accrued expenses
 
101,539

 
135,175

Customer contract liabilities
 
60

 
5,000

Current maturities of capital lease obligations
 
4,928

 
3,097

Current maturities of long-term debt
 
2,776

 
1,339

Stock based compensation - current
 
4,281

 
4,281

Other current liabilities
 
294

 
914

Total current liabilities
 
220,580

 
242,154

Capital lease obligations, less current maturities
 
5,581

 
4,796

Long-term debt, net (1)  less current maturities
 
337,954

 
273,715

Stock based compensation – non-current
 

 
4,281

Other non-current liabilities
 
3,283

 
5,078

Total non-current liabilities
 
346,818

 
287,870

Total liabilities
 
567,398

 
530,024

Shareholders’ equity:
 
 
 
 
Stockholders’ equity
 
456,485

 
542,192

Retained earnings (deficit)
 
31,494

 
(27,372)

Accumulated other comprehensive income (loss)
 
(798)

 
(1,728)

Total shareholders’ equity
 
487,181

 
513,092

Total liabilities and shareholders’ equity
 
$
1,054,579

 
$
1,043,116

 
 
 
 
 

(1)  
Net of unamortized deferred financing costs and unamortized debt discounts.

7


KEANE GROUP, INC. AND SUBSIDIARIES
ADDITIONAL SELECTED FINANCIAL AND OPERATING DATA
(unaudited, amounts in thousands, except for non-financial statistics)
 
Three Months Ended
December 31,
 
Three Months Ended
September 30,
 
2018
 
2017
 
2018
Completion Services:
 
 
 
 
 
Revenues
$
475,158

 
$
495,519

 
$
548,418

Cost of services
360,430

 
382,880

 
425,928

Gross profit
114,728

 
112,639

 
122,490

Depreciation, amortization and administrative expenses, and impairment
66,793

 
44,711

 
64,579

Operating income
$
48,025

 
$
65,885

 
$
56,771

 
 
 
 
 
 
Average hydraulic fracturing fleets deployed
25.0

 
26.0

 
27.0

Average hydraulic fracturing fleet utilization
88
%
 
100
%
 
89
%
Wireline - fracturing fleet bundling percentages
79
%
 
78
%
 
77
%
Average annualized revenue per fleet deployed (1)
$
86,392

 
$
76,234

 
$
91,403

Average annualized adjusted gross profit per fleet deployed (1)
$
20,860

 
$
17,316

 
$
20,453

Adjusted gross profit
$
114,728

 
$
112,554

 
$
122,717

 
 
 
 
 
 
Other Services  (2) :
 
 
 
 
 
Revenues
$
11,391

 
$
5,971

 
$
10,490

Cost of services
12,224

 
6,216

 
10,871

Gross loss
(833
)
 
(245
)
 
(381
)
Depreciation, amortization and administrative expenses, and impairment
871

 
1,434

 
840

Operating income (loss)
(1,704
)
 
1,697

 
(1,221
)
Adjusted gross profit (loss)
$
(833
)
 
$
548

 
$
(381
)
 
 
 
 
 
 

(1)  
For the fourth quarter of 2018, average annualized revenue per fleet deployed and average annualized adjusted gross profit per fleet deployed was calculated using the equivalent of 22.0 fully-utilized hydraulic fracturing fleets, which represents 88% utilization of the Company's 25.0 average hydraulic fracturing fleets deployed.
(2)  
Other Services segment includes exclusively the cementing division from January 1, 2018. The Company’s workover rigs were sold during the third and fourth quarters of 2017. The Company’s coiled tubing assets were sold during the fourth quarter of 2017.



8


KEANE GROUP, INC. AND SUBSIDIARIES
ADDITIONAL SELECTED FINANCIAL AND OPERATING DATA
(unaudited, amounts in thousands, except for non-financial statistics)
 
Year Ended
December 31,
 
2018
 
2017
Completion Services:
 
 
 
Revenues
$
2,100,956

 
$
1,527,287

Cost of services
1,622,106

 
1,269,263

Gross profit
478,850

 
258,024

Depreciation, amortization and administrative expenses, and impairment
241,169

 
141,385

Operating income
$
234,756

 
$
115,691

 
 
 
 
Average hydraulic fracturing fleets deployed
26.1

 
21.1

Average hydraulic fracturing fleet utilization
94
%
 
81
%
Wireline - fracturing fleet bundling percentages
78
%
 
70
%
Average annualized revenue per fleet deployed (1)
$
85,405

 
$
72,383

Average annualized adjusted gross profit per fleet deployed (1)
$
19,475

 
$
12,920

Adjusted gross profit
$
479,077

 
$
272,614

 
 
 
 
Other Services  (2) :
 
 
 
Revenues
$
36,050

 
$
14,794

Cost of services
38,440

 
13,298

Gross profit (loss)
(2,390
)
 
1,496

Depreciation, amortization and administrative expenses, and impairment
4,428

 
5,757

Operating loss
(6,818
)
 
(197
)
Adjusted gross profit (loss)
$
(2,390
)
 
$
2,346

 
 
 
 

(1)  
For 2018, average annualized revenue per fleet deployed and average annualized adjusted gross profit per fleet deployed were calculated using the equivalent of 24.0 and 22.0 fully-utilized fleets for the third quarter of 2018 and fourth quarter of 2018, respectively, which represents 89% utilization of the Company's 27.0 average hydraulic fracturing fleets deployed in the third quarter of 2018 and 88% utilization of the Company's 25.0 average hydraulic fracturing fleets deployed in the fourth quarter of 2018.
(2)  
Other Services segment includes exclusively the cementing division from January 1, 2018. The Company’s workover rigs were sold during the third and fourth quarters of 2017. The Company’s coiled tubing assets were sold during the fourth quarter of 2017.


9


KEANE GROUP, INC. AND SUBSIDIARIES
NON-U.S. GAAP FINANCIAL MEASURES
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2018
 
Completion Services
 
Other Services
 
Corporate and Other
 
Total
Net Income (loss)
$
48,025

 
$
(1,704
)
 
$
(40,193
)
 
$
6,128

Interest expense, net

 

 
6,219

 
6,219

Income tax expense

 

 
(585
)
 
(585
)
Depreciation and amortization
66,793

 
871

 
3,739

 
71,403

EBITDA
$
114,818

 
$
(833
)
 
$
(30,820
)
 
$
83,165

Plus Management Adjustments:
 
 
 
 
 
 
 
Non-cash stock compensation (1)

 

 
5,242

 
5,242

Adjusted EBITDA
$
114,818

 
$
(833
)
 
$
(25,578
)
 
$
88,407

Selling, general and administrative

 

 
28,466

 
28,466

Gain on disposal of assets
(90
)
 

 
(32
)
 
(122
)
Other expense

 

 
2,386

 
2,386

Less Management Adjustments not associated with cost of services

 

 
(5,242
)
 
(5,242
)
Adjusted gross profit (loss)
$
114,728

 
$
(833
)
 
$

 
$
113,895

 
 
 
 
 
 
 
 

(1) Represents non-cash amortization of equity awards issued under Keane Group, Inc.’s Equity and Incentive Award Plan (the “Equity Plan”). According to the Equity Plan, the Compensation Committee of the Board of Directors can approve awards in the form of restricted stock, restricted stock units, and/or other deferred compensation. Consistent with prior policy, amortization of awards is made ratably over the vesting periods, beginning with the grant date, based on the total fair value determined on grant date and recorded in selling, general and administrative expenses.





10


KEANE GROUP, INC. AND SUBSIDIARIES
NON-U.S. GAAP FINANCIAL MEASURES
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended September 31, 2018
 
Completion Services
 
Other Services
 
Corporate and Other
 
Total
Net Income (loss)
$
56,771

 
$
(1,221
)
 
$
(24,771
)
 
$
30,779

Interest expense, net

 

 
5,978

 
5,978

Income tax benefit

 

 
2,623

 
2,623

Depreciation and amortization
64,579

 
840

 
2,868

 
68,287

EBITDA
$
121,350

 
$
(381
)
 
$
(13,302
)
 
$
107,667

Plus Management Adjustments:
 
 
 
 
 
 
 
Acquisition, integration and expansion (1)
227

 

 
301

 
528

Non-cash stock compensation  (2)

 

 
4,809

 
4,809

Other  (3)

 

 
(12,127
)
 
(12,127
)
Adjusted EBITDA
$
121,577

 
$
(381
)
 
$
(20,319
)
 
$
100,877

Selling, general and administrative

 

 
27,783

 
27,783

(Gain) loss on disposal of assets
1,140

 

 
(27
)
 
1,113

Other income

 

 
(14,454
)
 
(14,454
)
Less Management Adjustments not associated with cost of services

 

 
7,017

 
7,017

Adjusted gross profit (loss)
$
122,717

 
$
(381
)
 
$

 
$
122,336

 
 
 
 
 
 
 
 

(1) Represents integration costs related to the asset acquisition from RSI, of which $0.2 million was recorded in cost of services and $0.3 million was recorded in selling, general and administrative expenses.
(2) Represents non-cash amortization of equity awards issued under the Equity Plan, which is recorded in selling, general and administrative expenses.
(3) Represents gain of $14.9 million recognized for insurance proceeds received in connection with a fire that damaged a portion of one hydraulic fracturing fleet on July 1, 2018, which was recorded in (gain) loss on disposal of assets, offset by $2.8 million of legal contingencies, which were recorded in selling, general and administrative expenses.





11


KEANE GROUP, INC. AND SUBSIDIARIES
NON-U.S. GAAP FINANCIAL MEASURES
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2017
 
Completion Services
 
Other Services
 
Corporate and Other
 
Total
Net Income (loss)
$
65,885

 
$
1,697

 
$
(23,635
)
 
$
43,947

Interest expense, net

 

 
7,318

 
7,318

Income tax expense

 

 
(1,712
)
 
(1,712
)
Depreciation and amortization
44,711

 
1,434

 
3,819

 
49,964

EBITDA
$
110,596

 
$
3,131

 
$
(14,210
)
 
$
99,517

Plus Management Adjustments:
 
 
 
 
 
 
 
Acquisition, integration and expansion (1)
(86
)
 
(3,377
)
 
(8,889
)
 
(12,352
)
Offering-related expenses  (2)

 

 
1,184

 
1,184

Commissioning costs

 
794

 

 
794

Non-cash stock compensation (3)

 

 
3,244

 
3,244

Other (4)

 

 
1,444

 
1,444

Adjusted EBITDA
$
110,510

 
$
548

 
$
(17,227
)
 
$
93,831

Selling, general and administrative

 

 
24,611

 
24,611

(Gain) loss on disposal of assets
2,044

 
(3,377
)
 
(1,085
)
 
(2,418
)
Other income

 

 
(9,316
)
 
(9,316
)
Less Management Adjustments not associated with cost of services

 
3,377

 
3,017

 
6,394

Adjusted gross profit
$
112,554

 
$
548

 
$

 
$
113,102

 
 
 
 
 
 
 
 

1) Corporate and Other segment represents adjustment to the CVR liability, insurance recoveries associated with the acquisition of a majority of the U.S. assets and assumed certain liabilities of Trican Well Service, L.P . (the "Acquired Trican Operations") , lease termination costs and other expenses associated with organic growth initiatives. Completion Services and Other Services segment represents gain on the sale of coiled tubing assets.
(2) Represents a portion of professional fees and other miscellaneous expenses to consummate the secondary common stock offering completed in January 2018. These expenses were recorded in selling, general and administrative expenses.
(3) Represents non-cash amortization of equity awards issued under the Equity Plan, which is recorded in selling, general and administrative expenses.
(4) Represents contingency accruals related to certain litigation claims. These costs were recorded in selling, general and administrative expenses.

12


KEANE GROUP, INC. AND SUBSIDIARIES
NON-U.S. GAAP FINANCIAL MEASURES
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2018
 
Completion Services
 
Other Services
 
Corporate and Other
 
Total
Net Income (loss)
$
234,756

 
$
(6,818
)
 
$
(168,607
)
 
$
59,331

Interest expense, net

 

 
33,504

 
33,504

Income tax expense

 

 
4,270

 
4,270

Depreciation and amortization
241,169

 
4,428

 
13,548

 
259,145

EBITDA
$
475,925

 
$
(2,390
)
 
$
(117,285
)
 
$
356,250

Plus Management Adjustments:
 
 
 
 
 
 
 
Acquisition, integration and expansion (1)
227

 

 
16,382

 
16,609

Offering-related expenses  (2)

 

 
12,969

 
12,969

Non-cash stock compensation (3)

 

 
17,166

 
17,166

Other (4)

 

 
(11,138
)
 
(11,138
)
Adjusted EBITDA
$
476,152

 
$
(2,390
)
 
$
(81,906
)
 
$
391,856

Selling, general and administrative

 

 
114,258

 
114,258

Loss on disposal of assets
2,925

 

 
2,122

 
5,047

Other expense

 

 
905

 
905

Less Management Adjustments not associated with cost of services

 

 
(35,379
)
 
(35,379
)
Adjusted gross profit (loss)
$
479,077

 
$
(2,390
)
 
$

 
$
476,687

 
 
 
 
 
 
 
 

(1) Represents adjustment to the contingent value right liability based on the final agreed-upon settlement of $13.2 million, which was recorded in other income (expense), net and a markdown to fair value of idle real estate pending for sale in Mathis, Texas acquired as part of the Acquired Trican Operations of $2.7 million, which was recorded in (gain) loss on disposal of assets. Also represents integration costs related to the asset acquisition from RSI, of which $0.2 million was recorded in cost of services and $0.5 million was recorded in selling, general and administrative expenses.
(2) Represents primarily professional fees and other miscellaneous expenses to consummate the secondary common stock offering completed in January 2018. These expenses were recorded in selling, general and administrative expenses, as Keane did not receive any proceeds in the offering to offset the expenses.
(3) Represents non-cash amortization of equity awards issued under the Equity Plan, which is recorded in selling, general and administrative expenses.
(4) Represents gain recognized for insurance proceeds received in connection with a fire that damaged a portion of one hydraulic fracturing fleet on July 1, 2018, which was recorded in (gain) loss on disposal of assets. Also represents legal contingencies, rating agency fees for establishing initial ratings in connection with entering into a new $350 million senior secured term facility and bond offering costs, which were recorded in selling, general and administrative expenses.





13


KEANE GROUP, INC. AND SUBSIDIARIES
NON-U.S. GAAP FINANCIAL MEASURES
(unaudited, in thousands)
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2017
 
Completion Services
 
Other Services
 
Corporate and Other
 
Total
Net Income (loss)
$
115,692

 
$
(197
)
 
$
(151,636
)
 
$
(36,141
)
Interest expense, net

 

 
59,223

 
59,223

Income tax expense

 

 
150

 
150

Depreciation and amortization
141,385

 
5,757

 
12,138

 
159,280

EBITDA
$
257,077

 
$
5,560

 
$
(80,125
)
 
$
182,512

Plus Management Adjustments:
 
 
 
 
 
 
 
Acquisition, integration and expansion (1)
1,750

 
(3,320
)
 
(3,104
)
 
(4,674
)
Offering-related expenses  (2)
1,266

 

 
5,803

 
7,069

Commissioning costs
11,574

 
794

 
197

 
12,565

Non-cash stock compensation (3)

 

 
10,578

 
10,578

Other (4)

 
(900
)
 
7,375

 
6,475

Adjusted EBITDA
$
271,667

 
$
2,134

 
$
(59,276
)
 
$
214,525

Selling, general and administrative

 

 
93,526

 
93,526

(Gain) loss on disposal of assets
947

 
(4,064
)
 
562

 
(2,555
)
Other income

 

 
(13,963
)
 
(13,963
)
Less Management Adjustments not associated with cost of services

 
4,276

 
(20,849
)
 
(16,573
)
Adjusted gross profit (loss)
$
272,614

 
$
2,346

 
$

 
$
274,960

 
 
 
 
 
 
 
 

(1) Represents professional fees, integration and divestiture costs, lease-termination costs, adjustment to the CVR liability, severance, start-up and other costs associated with the acquisition of RockPile and the Acquired Trican Operations and other expenses associated with organic growth initiatives. Of these costs, $1.8 million was recorded in cost of services, $10.7 million was recorded in selling, general and administrative expenses, $3.4 million in gain on disposal of assets and $13.4 million in other income.
(2) Represents fees and other miscellaneous expenses required to carry out the reporting, prior years' audits and organizational (legal entities) restructuring to ready the Company for its IPO and the eventual consummation of its offering, as well as the consummation of the secondary common stock offering completed in January 2018. These expenses were recorded in selling, general and administrative expenses. Also represents one-time IPO bonuses paid to key operational and corporate employees; recorded $1.3 million as cost of services for operations employees, while the remaining was recorded in selling, general and administration expenses. One-time IPO bonuses were paid out during the first quarter of 2017.
(3) Represents non-cash amortization of equity awards issued under the Equity Plan, which is recorded in selling, general and administrative expenses.
(4) Represents contingency accruals related to certain litigation claims and readiness costs associated with Keane's initial internal control design documentation for Sarbanes-Oxley compliance, using COSO 2013 framework, beginning in 2018. These costs were recorded in selling, general and administrative expenses. Also represents net (gain) loss on disposal of assets, which was recorded in (gain) loss on disposal of assets.


14