Keane Group, Inc. (Form: 8-K, Received: 03/18/2019 06:49:36)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2019

(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)

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 7.01	Regulation FD Disclosure.

On March 18, 2019, Keane Group, Inc. (“Keane” or the “Company”) posted presentation slides to its website (www.keanegrp.com) in the Events & Presentations section, which will be presented at upcoming investor presentations. A copy of the presentation materials is furnished hereto as Exhibit 99.1.

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 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.

Keane has included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in the presentation, 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.

The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, shall not otherwise be subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of these slides is not intended to constitute a representation that such information is required by Regulation FD or that the materials they contain include material information that is not otherwise publicly available.



Item 9.01	Financial Statements and Exhibits.



*	Furnished herewith electronically.

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/ Kevin M. McDonald
	Name:	Kevin M. McDonald
	Title:	Executive Vice President, General Counsel &
		Corporate Secretary

Date: March 18, 2018

Company Presentation March 2019 Keane Group: Investor Presentation 0

Keane At a Glance We are a leading U.S. Completions Provider . Significant scale with fleet totaling ~1.4 million HHP . High quality fleet of modern, well-maintained equipment . Leading position in Permian and Marcellus / Utica ~1.4 million HHP Total HHP . Dedicated agreements w/ highly-efficient, blue-chip customers . Value-add capabilities with a focus on technology & innovation 29 frac fleets Total fleets Diversified Footprint BAKKEN Dedicated ~215k HHP Customer agreements MARCELLUS / UTICA ~475k HHP SCOOP / STACK ~110k HHP Differentiated Offering & technology PERMIAN ~645k HHP Keane Group: Investor Presentation 1

Advancing Our Success in 2018 Another successful year with attractive cash flow & returns Key 2018 Accomplishments >$350mm Operating Cash Flow  Achieved best safety results in Keane’s history  Developed & expanded customer relationships $105 Buybacks  Generated >$350mm of operating cash flow  Realized 31% return on capital1 $37 M&A2  Increased adjusted EBITDA by more than 80%  Invested in efficiency improvements & innovation $115 Fleet growth  Grew pumping hours per crew by 15%  Completed $105mm of stock buybacks $120 Maintenance  Extended track-record of M&A (RSI in July 2018)  Improved balance sheet strength and flexibility Major Uses 1 Calculated as (Cash flows from operating activities – Maintenance capital expenditures) / (Net debt + Total stockholders’ equity). Based on full-year 2018 or December 31, 2018, where applicable. Assumes maintenance capital expenditures of $120mm. 2 Includes $16.7mm for RSI acquisition, net of insurance proceeds and $19.9mm for CVR associated with RockPile acquisition. Keane Group: Investor Presentation 2

Future Opportunities & Outlook Well-positioned to deliver leading through-cycle performance Improving conditions: Abatement of recent, near-term headwinds including abnormal weather & pad availability issues Strong commitments: Roughly two-thirds of fleet committed under dedicated agreements at least through 2019 >$100mm Expect to generate Upside potential: Roughly one-third of more than $100 fleet available & ready to deploy (with no million of free investment) cash flow in 20191 Capital allocation: Continue to manage capital allocation to maximize shareholder returns and value 1 After debt service and capital expenditures. Keane Group: Investor Presentation 3

Keane’s Differentiated Strategy Our Winning Formula How We Do It  Partner under dedicated agreements 1 Generating leading returns  Align w/ like-minded customers on safety & efficiency  Well-capitalized customers with long-term plans  Work for the “right” customers 2 Focusing on efficiency  Deliver high level of execution in the field  Drive differentiation via innovation & technology  Proven execution of & commitment to capital return 3 Delivering shareholder value  Strong cash flow generation  Supported by high-quality flexible balance sheet  Achieve differentiation through greater scale 4 Pursue & lead consolidation  Support bigger investments in technology & digital  Continue to employ aggressive & disciplined approach Keane Group: Investor Presentation 4

Acceleration of Technology Efficiency is embedded in our culture Areas of Innovation The Opportunity Digital Capabilities . Supports next level of safety, efficiency & partnership . Delivers differentiated service for customers Down-hole products . Improves decision making process . Provides superior returns for investors Surface Technology Surface Technology in Focus  Meets Colorado sound regulations Keane Whisper Fleet  Plan to deploy first fleet in DJ Basin (2Q19)  Utilizes existing, zero-hour Keane fleet  In active discussions with multiple E&Ps Keane Group: Investor Presentation 5

Conservative Balance Sheet Strong, flexible balance sheet supports both offense & defense . Strong balance sheet: $80mm ‒ Leverage ratio of 0.7x2 Cash on hand ‒ Total liquidity of $264mm, including cash of $80mm . Improved capital position in 2018: $264mm − Entered into new $350mm credit facility in 2018 Total liquidity − Extended maturity; reduced annual interest costs by ~$4mm . Discipline & strong capital position provides for: $261mm Net debt1 − Flexibility to maintain highest fleet standards − Organic growth & opportunistic accretive M&A − Capital return via share repurchases 0.7x − Sustainability through-cycles Leverage ratio2 1 Net of unamortized deferred financing costs and unamortized debt discount. 2 Leverage based on net debt as of 12/31/2018 vs. trailing twelve month adjusted EBITDA as of Q4 2018. Keane Group: Investor Presentation 6

Market Update & 1Q19 Outlook Fundamentals in tact, facing near-term constraint  Pricing pressure due to supply / demand dynamics Expect to exit 1Q19 with $20mm  Prudently idled 3 fleets in early-2019 of adjusted EBITDA tailwind,  Expect 1Q19 total revenue of $400mm – $420mm; driven by abatement of: sequential decline includes: ̶ Disruptions in activity from ̶ $30mm: Disruptions from abnormal weather and abnormal weather delays in pad readiness ̶ Delays in pad readiness ̶ $25mm: Reduction in net pricing ̶ Resolution of strategic labor ̶ $20mm: Increased direct sand sourcing and maintenance investments  Outlook implies 1Q19 adjusted EBITDA of $55– $65mm1 Metric Outlook (1Q19) Total Revenue ($mm) $400 – $420 Annualized Adjusted Gross Profit per fleet ($mm)2 $15.0 – $17.0 Total Deployed Fleets 22.0 Fully-utilized Fleets 20.0 1 Includes approximately $20mm of quarterly SG&A, excluding non-cash stock based compensation. 2 Based on 20.0 fully-utilized fleets. Keane Group: Investor Presentation 7

Contacts & Important Disclosures Greg Powell Marc Silverberg President & CFO Managing Director (ICR) investors@keanegrp.com marc.silverberg@icrinc.com Cautionary Statement Regarding 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 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. Keane Group: Investor Presentation 8




Exhibit No.		Description

99.1*		Keane Group, Inc. Investor Presentation Delivered on March 18, 2019.