Liberty Oilfield Services Inc.
|
||||
(Exact Name of Registrant as Specified in its Charter)
|
||||
Delaware
|
|
|
|
81-4891595
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
|
|
(I.R.S. Employer
Identification No.)
|
950 17
th
Street, Suite 2400
Denver, Colorado
|
|
|
|
80202
|
(Address of Principal Executive Offices)
|
|
|
|
(Zip Code)
|
(303) 515-2800
(Registrant’s Telephone Number, Including Area Code)
|
||||
Securities registered pursuant to section 12(b) of the Act
|
||||
|
|
|
|
|
Title of each class
|
|
Trading symbol(s)
|
|
Name of each exchange on which registered
|
|
|
|
|
|
Class A Common Stock, par value $0.01
|
|
LBRT
|
|
New York Stock Exchange
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☐
|
|
|
Page No.
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
•
|
our business strategy;
|
•
|
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;
|
•
|
our future capital expenditures;
|
•
|
our ability to finance equipment, working capital and capital expenditures;
|
•
|
competition and government regulations;
|
•
|
our ability to obtain permits and governmental approvals;
|
•
|
pending legal or environmental matters;
|
•
|
oil and natural gas prices;
|
•
|
acquisitions;
|
•
|
general economic conditions;
|
•
|
credit markets;
|
•
|
our ability to successfully develop our research and technology capabilities and implement technological developments and enhancements;
|
•
|
uncertainty regarding our future operating results;
|
•
|
return of capital to stockholders; and
|
•
|
plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.
|
|
March 31,
2019 |
|
December 31, 2018
|
||||
Assets
|
(unaudited)
|
||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
58,688
|
|
|
$
|
103,312
|
|
Accounts receivable—trade
|
223,652
|
|
|
153,589
|
|
||
Accounts receivable—related party
|
10,776
|
|
|
15,139
|
|
||
Unbilled revenue
|
86,809
|
|
|
79,233
|
|
||
Inventories
|
74,348
|
|
|
60,024
|
|
||
Prepaid and other current assets
|
24,839
|
|
|
49,924
|
|
||
Total current assets
|
479,112
|
|
|
461,221
|
|
||
Property and equipment, net
|
640,768
|
|
|
627,053
|
|
||
Other assets
|
28,538
|
|
|
28,227
|
|
||
Finance lease right-of-use assets
|
55,315
|
|
|
—
|
|
||
Operating lease right-of-use assets
|
65,123
|
|
|
—
|
|
||
Total assets
|
$
|
1,268,856
|
|
|
$
|
1,116,501
|
|
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
122,673
|
|
|
$
|
80,490
|
|
Accrued liabilities:
|
|
|
|
||||
Accrued vendor invoices
|
68,125
|
|
|
67,771
|
|
||
Operational accruals
|
21,195
|
|
|
36,414
|
|
||
Accrued salaries and benefits
|
26,928
|
|
|
22,791
|
|
||
Accrued interest and other
|
7,984
|
|
|
9,585
|
|
||
Accrued liabilities—related party
|
—
|
|
|
2,300
|
|
||
Current portion of long-term debt, net of discount of $1,357 and $1,365, respectively
|
392
|
|
|
385
|
|
||
Current portion of finance lease liabilities
|
12,709
|
|
|
—
|
|
||
Current portion of operating lease liabilities
|
14,403
|
|
|
—
|
|
||
Total current liabilities
|
274,409
|
|
|
219,736
|
|
||
Long-term debt, net of discount of $3,488 and $3,826, respectively, less current portion
|
106,041
|
|
|
106,139
|
|
||
Deferred tax liability
|
27,020
|
|
|
32,994
|
|
||
Payable pursuant to tax receivable agreements
|
20,074
|
|
|
16,818
|
|
||
Noncurrent portion of finance lease liabilities
|
38,022
|
|
|
—
|
|
||
Noncurrent portion of operating lease liabilities
|
47,808
|
|
|
—
|
|
||
Total liabilities
|
513,374
|
|
|
375,687
|
|
||
Commitments & contingencies (Note 13)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred Stock, $0.01 par value, 10,000 shares authorized and none issued and outstanding
|
—
|
|
|
—
|
|
||
Common Stock:
|
|
|
|
||||
Class A, $0.01 par value, 400,000,000 shares authorized and 68,743,704 issued and outstanding as of March 31, 2019 and 68,359,871 issued and outstanding as of December 31, 2018
|
687
|
|
|
684
|
|
||
Class B, $0.01 par value, 400,000,000 shares authorized and 43,570,372
issued and outstanding as of March 31, 2019 and 45,207,372 issued and outstanding as of December 31, 2018
|
436
|
|
|
452
|
|
||
Additional paid in capital
|
314,967
|
|
|
312,659
|
|
||
Retained earnings
|
133,877
|
|
|
119,274
|
|
||
Total stockholders’ equity
|
449,967
|
|
|
433,069
|
|
||
Noncontrolling interest
|
305,515
|
|
|
307,745
|
|
||
Total equity
|
755,482
|
|
|
740,814
|
|
||
Total liabilities and equity
|
$
|
1,268,856
|
|
|
$
|
1,116,501
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Revenue:
|
|
|
|
||||
Revenue
|
$
|
528,831
|
|
|
$
|
491,098
|
|
Revenue—related parties
|
6,317
|
|
|
4,062
|
|
||
Total revenue
|
535,148
|
|
|
495,160
|
|
||
Operating costs and expenses:
|
|
|
|
||||
Cost of services (exclusive of depreciation and amortization shown separately below)
|
429,299
|
|
|
376,827
|
|
||
General and administrative
|
22,088
|
|
|
21,677
|
|
||
Depreciation and amortization
|
38,387
|
|
|
28,016
|
|
||
Loss on disposal of assets
|
1,223
|
|
|
80
|
|
||
Total operating costs and expenses
|
490,997
|
|
|
426,600
|
|
||
Operating income
|
44,151
|
|
|
68,560
|
|
||
Other expense:
|
|
|
|
||||
Interest expense
|
4,182
|
|
|
6,494
|
|
||
Net income before income taxes
|
39,969
|
|
|
62,066
|
|
||
Income tax expense
|
6,060
|
|
|
8,079
|
|
||
Net income
|
33,909
|
|
|
53,987
|
|
||
Less: Net income attributable to Predecessor, prior to Corporate Reorganization
|
—
|
|
|
8,705
|
|
||
Less: Net income attributable to noncontrolling interests
|
15,788
|
|
|
21,607
|
|
||
Net income attributable to Liberty Oilfield Services Inc. stockholders
|
$
|
18,121
|
|
|
$
|
23,675
|
|
|
|
|
|
||||
Net income attributable to Liberty Oilfield Services Inc. stockholders per common share:
|
|
|
|
||||
Basic
|
$
|
0.27
|
|
|
$
|
0.34
|
|
Diluted
|
$
|
0.26
|
|
|
$
|
0.34
|
|
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
67,427
|
|
|
68,924
|
|
||
Diluted
|
114,171
|
|
|
118,182
|
|
|
Shares of Class A Common Stock
|
|
Shares of Class B Common Stock
|
|
Class A Common Stock, Par Value
|
|
Class B Common Stock, Par Value
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Total Stockholders
’
equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
Balance—December 31, 2018
|
68,360
|
|
|
45,207
|
|
|
$
|
684
|
|
|
$
|
452
|
|
|
$
|
312,659
|
|
|
$
|
119,274
|
|
|
$
|
433,069
|
|
|
$
|
307,745
|
|
|
$
|
740,814
|
|
Distributions paid and payable to noncontrolling unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
(222
|
)
|
|||||||
Exchanges of Class B Common Stock for Class A Common Stock
|
1,637
|
|
|
(1,637
|
)
|
|
16
|
|
|
(16
|
)
|
|
11,413
|
|
|
—
|
|
|
11,413
|
|
|
(11,413
|
)
|
|
—
|
|
|||||||
Effect of exchange on deferred tax asset, net of liability under tax receivable agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
|||||||
$0.05/unit Distribution to noncontrolling unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,179
|
)
|
|
(2,179
|
)
|
|||||||
Regular cash dividends declared and distributions paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,519
|
)
|
|
(3,519
|
)
|
|
—
|
|
|
(3,519
|
)
|
|||||||
Restricted stock and RSU forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Share repurchases
|
(1,303
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13,017
|
)
|
|
—
|
|
|
(13,030
|
)
|
|
(4,068
|
)
|
|
(17,098
|
)
|
|||||||
Stock based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,880
|
|
|
—
|
|
|
2,880
|
|
|
—
|
|
|
2,880
|
|
|||||||
RSU Vesting
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
136
|
|
|
(136
|
)
|
|
—
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,121
|
|
|
18,121
|
|
|
15,788
|
|
|
33,909
|
|
|||||||
Balance—March 31, 2019
|
68,744
|
|
|
43,570
|
|
|
$
|
687
|
|
|
$
|
436
|
|
|
$
|
314,967
|
|
|
$
|
133,877
|
|
|
$
|
449,967
|
|
|
$
|
305,515
|
|
|
$
|
755,482
|
|
|
Members' Equity
|
|
Shares of Class A Common Stock
|
|
Shares of Class B Common Stock
|
|
Class A Common Stock, Par Value
|
|
Class B Common Stock, Par Value
|
|
Additional Paid in Capital
|
|
Retained Earnings
|
|
Total Stockholders' equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||||
Balance—December 31, 2017
|
$
|
392,766
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
392,766
|
|
Return on redeemable common units
|
(149
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(149
|
)
|
||||||||
Net income prior to Corporate Reorganization
|
8,705
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,705
|
|
||||||||
Balance prior to Corporate Reorganization
|
$
|
401,322
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
401,322
|
|
Corporate Reorganization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Exchange of Liberty LLC Units for Class A Common Stock and Class B Common Stock and extinguishment of Redeemable Common Units
|
(401,322
|
)
|
|
55,986
|
|
|
48,207
|
|
|
560
|
|
|
482
|
|
|
446,824
|
|
|
—
|
|
|
447,866
|
|
|
—
|
|
|
46,544
|
|
||||||||
Net deferred tax liability due to corporate reorganization
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,620
|
)
|
|
—
|
|
|
(28,620
|
)
|
|
—
|
|
|
(28,620
|
)
|
||||||||
Initial Public Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Issuance of Class A Common Stock, net of underwriter discount and offering costs
|
—
|
|
|
14,340
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
219,790
|
|
|
—
|
|
|
219,933
|
|
|
—
|
|
|
219,933
|
|
||||||||
Redemption of Legacy Ownership, net of underwriter discount
|
—
|
|
|
(1,609
|
)
|
|
—
|
|
-
|
(16
|
)
|
|
—
|
|
|
(25,881
|
)
|
|
—
|
|
|
(25,897
|
)
|
|
—
|
|
|
(25,897
|
)
|
||||||||
Issuance of Restricted Stock
|
—
|
|
|
1,258
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Liability due to tax receivable agreements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,291
|
)
|
|
—
|
|
|
(2,291
|
)
|
|
—
|
|
|
(2,291
|
)
|
||||||||
Initial allocation of noncontrolling interest of Liberty LLC effective on the date of the IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(261,844
|
)
|
|
—
|
|
|
(261,844
|
)
|
|
261,844
|
|
|
—
|
|
||||||||
Distribution paid and payable to noncontrolling interest unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,353
|
)
|
|
(5,353
|
)
|
||||||||
Restricted stock forfeited
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net income subsequent to the Corporate Reorganization and IPO
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,675
|
|
|
23,675
|
|
|
21,607
|
|
|
45,282
|
|
||||||||
Balance—March 31, 2018
|
$
|
—
|
|
|
69,971
|
|
|
48,207
|
|
|
$
|
700
|
|
|
$
|
482
|
|
|
$
|
347,965
|
|
|
$
|
23,675
|
|
|
$
|
372,822
|
|
|
$
|
278,098
|
|
|
$
|
650,920
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
33,909
|
|
|
$
|
53,987
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38,387
|
|
|
28,016
|
|
||
Loss on disposal of assets
|
1,223
|
|
|
80
|
|
||
Interest expense on finance lease liability
|
651
|
|
|
—
|
|
||
Amortization of debt issuance costs
|
556
|
|
|
2,310
|
|
||
Non-cash lease expense
|
419
|
|
|
—
|
|
||
Share based compensation expense
|
2,880
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(70,063
|
)
|
|
(15,506
|
)
|
||
Accounts receivable—related party
|
4,363
|
|
|
(3,998
|
)
|
||
Unbilled revenue
|
(7,576
|
)
|
|
(15,294
|
)
|
||
Unbilled revenue—related party
|
—
|
|
|
59
|
|
||
Inventories
|
(14,324
|
)
|
|
(4,548
|
)
|
||
Other assets
|
20,477
|
|
|
(20,927
|
)
|
||
Accounts payable and accrued liabilities
|
44,683
|
|
|
6,523
|
|
||
Accounts payable and accrued liabilities—related party
|
(1,000
|
)
|
|
—
|
|
||
Payment of operating lease liability
|
(5,091
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
49,494
|
|
|
30,702
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of property and equipment and construction in-progress
|
(66,333
|
)
|
|
(54,985
|
)
|
||
Proceeds from sale of assets
|
149
|
|
|
251
|
|
||
Net cash used in investing activities
|
(66,184
|
)
|
|
(54,734
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock, net of underwriter discount
|
—
|
|
|
230,174
|
|
||
Redemption of LLC Units from Legacy Owners
|
—
|
|
|
(25,897
|
)
|
||
Repayments of borrowings on term loan
|
(438
|
)
|
|
(61,097
|
)
|
||
Repayments of borrowings on line-of-credit
|
—
|
|
|
(30,000
|
)
|
||
Contribution of assets from LOS Holdings
|
—
|
|
|
2,115
|
|
||
Payments on finance lease obligations
|
(3,282
|
)
|
|
—
|
|
||
Class A common stock dividend
|
(3,415
|
)
|
|
—
|
|
||
Distribution to noncontrolling interest unitholders
|
(2,179
|
)
|
|
(4,125
|
)
|
||
Share buyback
|
(18,398
|
)
|
|
—
|
|
||
Distributions to noncontrolling interest holders
|
(222
|
)
|
|
—
|
|
||
Equity offering costs
|
—
|
|
|
(5,389
|
)
|
||
Net cash (used in) provided by financing activities
|
(27,934
|
)
|
|
105,781
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(44,624
|
)
|
|
81,749
|
|
||
Cash and cash equivalents—beginning of period
|
103,312
|
|
|
16,321
|
|
||
Cash and cash equivalents—end of period
|
$
|
58,688
|
|
|
$
|
98,070
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
5,934
|
|
Cash paid for interest
|
$
|
3,267
|
|
|
$
|
4,441
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capital expenditures included in accounts payable and accrued liabilities
|
$
|
30,478
|
|
|
$
|
46,569
|
|
|
March 31,
|
|
December 31,
|
||||
($ in thousands)
|
2019
|
|
2018
|
||||
Proppants
|
$
|
21,377
|
|
|
$
|
22,038
|
|
Chemicals
|
10,558
|
|
|
10,781
|
|
||
Maintenance parts
|
42,413
|
|
|
27,205
|
|
||
|
$
|
74,348
|
|
|
$
|
60,024
|
|
|
Estimated
useful lives (in years) |
|
March 31,
|
|
December 31,
|
||||
($ in thousands)
|
|
2019
|
|
2018
|
|||||
Land
|
N/A
|
|
$
|
5,400
|
|
|
$
|
5,400
|
|
Field services equipment
|
2-7
|
|
849,478
|
|
|
778,423
|
|
||
Vehicles
|
4-7
|
|
60,071
|
|
|
59,807
|
|
||
Buildings and facilities
|
5-30
|
|
28,057
|
|
|
27,795
|
|
||
Office equipment, furniture, and software
|
2-7
|
|
6,313
|
|
|
6,200
|
|
||
|
|
|
949,319
|
|
|
877,625
|
|
||
Less accumulated depreciation and amortization
|
|
|
(340,332
|
)
|
|
(307,277
|
)
|
||
|
|
|
608,987
|
|
|
570,348
|
|
||
Construction in-progress
|
N/A
|
|
31,781
|
|
|
56,705
|
|
||
|
|
|
$
|
640,768
|
|
|
$
|
627,053
|
|
|
|
March 31,
|
||
($ in thousands)
|
|
2019
|
||
Finance lease cost:
|
|
|
||
Amortization of right-of-use assets
|
|
$
|
2,366
|
|
Interest on lease liabilities
|
|
651
|
|
|
Operating lease cost
|
|
5,211
|
|
|
Variable lease cost
|
|
1,004
|
|
|
Total lease cost
|
|
$
|
9,232
|
|
|
|
March 31,
|
||
($ in thousands)
|
|
2019
|
||
Cash paid for amounts included in measurement of liabilities:
|
|
|
||
Operating leases
|
|
$
|
7,798
|
|
Finance leases
|
|
$
|
3,282
|
|
Right-of-use assets obtained in exchange for new lease liabilities:
|
|
|
||
Operating leases
|
|
$
|
69,430
|
|
Finance leases
|
|
$
|
57,421
|
|
($ in thousands)
|
|
Finance
|
|
Operating
|
||||
Remainder of 2019
|
|
$
|
9,879
|
|
|
$
|
12,341
|
|
2020
|
|
25,478
|
|
|
18,250
|
|
||
2021
|
|
19,085
|
|
|
13,487
|
|
||
2022
|
|
101
|
|
|
7,029
|
|
||
2023
|
|
—
|
|
|
4,199
|
|
||
Thereafter
|
|
—
|
|
|
19,588
|
|
||
Total lease payments
|
|
54,543
|
|
|
74,894
|
|
||
Less imputed interest
|
|
(3,812
|
)
|
|
(12,683
|
)
|
||
Total
|
|
$
|
50,731
|
|
|
$
|
62,211
|
|
|
March 31,
|
|
December 31,
|
||||
($ in thousands)
|
2019
|
|
2018
|
||||
Term Loan outstanding
|
$
|
111,278
|
|
|
$
|
111,715
|
|
Deferred financing costs and original issue discount
|
(4,845
|
)
|
|
(5,191
|
)
|
||
Total debt, net of deferred financing costs and original issue discount
|
$
|
106,433
|
|
|
$
|
106,524
|
|
Current portion of long-term debt, net of discount
|
$
|
392
|
|
|
$
|
385
|
|
Long-term debt, net of discount and current portion
|
106,041
|
|
|
106,139
|
|
||
|
$
|
106,433
|
|
|
$
|
106,524
|
|
•
|
Level 1 Inputs: Quoted prices (unadjusted) in an active market for identical assets or liabilities.
|
•
|
Level 2 Inputs: Inputs other than quoted prices that are directly or indirectly observable.
|
•
|
Level 3 Inputs: Unobservable inputs that are significant to the fair value of assets or liabilities.
|
•
|
The carrying values of cash and cash equivalents, accounts receivable and accounts payable (including accrued liabilities) approximated fair value at
March 31, 2019
and
December 31, 2018
, due to their short-term nature.
|
•
|
The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value at
March 31, 2019
and
December 31, 2018
, as the effective interest rates approximated market rates.
|
|
Number of Shares
|
|
Grant Date Fair Value per Share (1)
|
|||
Outstanding at December 31, 2018
|
634,653
|
|
|
$
|
—
|
|
Vested
|
(78,940
|
)
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding at March 31, 2019
|
555,713
|
|
|
$
|
—
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value per Unit
|
|||
Non-vested as of December 31, 2018
|
1,193,683
|
|
|
$
|
19.24
|
|
Granted
|
511,354
|
|
|
14.84
|
|
|
Vested
|
(49,836
|
)
|
|
19.94
|
|
|
Forfeited
|
(9,255
|
)
|
|
20.07
|
|
|
Outstanding at March 31, 2019
|
1,645,946
|
|
|
$
|
17.85
|
|
|
Number of Units
|
|
Weighted Average Grant Date Fair Value per Unit
|
|||
Non-vested as of December 31, 2018
|
—
|
|
|
$
|
—
|
|
Granted
|
356,908
|
|
|
14.93
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding at March 31, 2019
|
356,908
|
|
|
$
|
14.93
|
|
|
|
Three Months Ended
|
||||||
(In thousands)
|
|
March 31, 2019
|
|
March 31, 2018
|
||||
Basic Net Income Per Share
|
|
|
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income attributable to Liberty Oilfield Services Inc. stockholders
|
|
$
|
18,121
|
|
|
$
|
23,675
|
|
Denominator:
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
|
67,427
|
|
|
68,924
|
|
||
Basic net income per share attributable to Liberty Oilfield Services Inc. stockholders
|
|
$
|
0.27
|
|
|
$
|
0.34
|
|
Diluted Net Income Per Share
|
|
|
|
|
||||
Numerator:
|
|
|
|
|
||||
Net income attributable to Liberty Oilfield Services Inc. stockholders
|
|
$
|
18,121
|
|
|
$
|
23,675
|
|
Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock
|
|
11,831
|
|
|
16,311
|
|
||
Diluted net income attributable to Liberty Oilfield Services Inc. stockholders
|
|
$
|
29,952
|
|
|
$
|
39,986
|
|
Denominator:
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
|
67,427
|
|
|
68,924
|
|
||
Effect of dilutive securities:
|
|
|
|
|
||||
Restricted stock
|
|
601
|
|
|
1,051
|
|
||
Restricted stock units
|
|
1,581
|
|
|
—
|
|
||
Class B Common Stock
|
|
44,562
|
|
|
48,207
|
|
||
Diluted weighted average shares outstanding
|
|
114,171
|
|
|
118,182
|
|
||
Diluted net income per share attributable to Liberty Oilfield Services Inc. stockholders
|
|
$
|
0.26
|
|
|
$
|
0.34
|
|
|
Three months ended March 31,
|
||||||||||
Description
|
2019
|
|
2018
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
$
|
535,148
|
|
|
$
|
495,160
|
|
|
$
|
39,988
|
|
Cost of services, excluding depreciation and amortization shown separately
|
429,299
|
|
|
376,827
|
|
|
52,472
|
|
|||
General and administrative expenses
|
22,088
|
|
|
21,677
|
|
|
411
|
|
|||
Depreciation and amortization
|
38,387
|
|
|
28,016
|
|
|
10,371
|
|
|||
Loss on disposal of assets
|
1,223
|
|
|
80
|
|
|
1,143
|
|
|||
Operating income
|
44,151
|
|
|
68,560
|
|
|
(24,409
|
)
|
|||
Interest expense
|
4,182
|
|
|
6,494
|
|
|
(2,312
|
)
|
|||
Net income before income taxes
|
39,969
|
|
|
62,066
|
|
|
(22,097
|
)
|
|||
Income tax expense
|
6,060
|
|
|
8,079
|
|
|
(2,019
|
)
|
|||
Net income
|
33,909
|
|
|
53,987
|
|
|
(20,078
|
)
|
|||
Less: Net income attributable to Predecessor, prior to the Corporate Reorganization
|
—
|
|
|
8,705
|
|
|
(8,705
|
)
|
|||
Less: Net income attributable to noncontrolling interest
|
15,788
|
|
|
21,607
|
|
|
(5,819
|
)
|
|||
Net income attributable to Liberty Oilfield Services Inc. stockholders
|
$
|
18,121
|
|
|
$
|
23,675
|
|
|
$
|
(5,554
|
)
|
|
Three Months Ended
March 31, |
||||||||||
Description
|
2019
|
|
2018
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Net income
|
$
|
33,909
|
|
|
$
|
53,987
|
|
|
$
|
(20,078
|
)
|
Depreciation and amortization
|
38,387
|
|
|
28,016
|
|
|
10,371
|
|
|||
Interest expense
|
4,182
|
|
|
6,494
|
|
|
(2,312
|
)
|
|||
Income tax expense
|
6,060
|
|
|
8,079
|
|
|
(2,019
|
)
|
|||
EBITDA
|
$
|
82,538
|
|
|
$
|
96,576
|
|
|
$
|
(14,038
|
)
|
Fleet start-up costs
|
1,054
|
|
|
3,309
|
|
|
(2,255
|
)
|
|||
Loss on disposal of assets
|
1,223
|
|
|
80
|
|
|
1,143
|
|
|||
Advisory services fees
|
—
|
|
|
202
|
|
|
(202
|
)
|
|||
Adjusted EBITDA
|
$
|
84,815
|
|
|
$
|
100,167
|
|
|
$
|
(15,352
|
)
|
|
Three Months Ended March 31,
|
||||||||||
Description
|
2019
|
|
2018
|
|
Change
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
49,494
|
|
|
$
|
30,702
|
|
|
$
|
18,792
|
|
Net cash used in investing activities
|
(66,184
|
)
|
|
(54,734
|
)
|
|
(11,450
|
)
|
|||
Net cash (used in) provided by financing activities
|
(27,934
|
)
|
|
105,781
|
|
|
(133,715
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(44,624
|
)
|
|
$
|
81,749
|
|
|
$
|
(126,373
|
)
|
Period
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs (1)
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
|
||||||
January 2019
|
|
1,303,003
|
|
|
$
|
14.66
|
|
|
1,303,003
|
|
|
$
|
98,700,008
|
|
February 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,700,008
|
|
||
March 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98,700,008
|
|
||
Total
|
|
1,303,003
|
|
|
$
|
14.66
|
|
|
1,303,003
|
|
|
$
|
98,700,008
|
|
|
|
|
Signature
|
|
|
|
/s/ Christopher A. Wright
|
Date:
|
May 2, 2019
|
By:
|
Christopher A. Wright
|
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Michael Stock
|
Date:
|
May 2, 2019
|
By:
|
Michael Stock
|
|
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Ryan T. Gosney
|
Date:
|
May 2, 2019
|
By:
|
Ryan T. Gosney
|
|
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
Participant:
|
_____________________
|
Date of Grant:
|
_____________________
|
Award Type and Description:
|
Restricted Stock Units granted pursuant to Section 6(e) of the Plan that are designated as Performance Awards pursuant to Section 6(k) of the Plan. This Award represents the right to receive shares of Stock in an amount up to
% of the Target PSUs (defined below), subject to the terms and conditions set forth herein and in the Agreement.
Your right to receive settlement of this Award in an amount ranging from
% to
% of the Target PSUs shall vest and become earned and nonforfeitable upon (i) your satisfaction of the continued employment or service requirements described below under “
Service Requirement
” and (ii) the Committee’s review and approval of the level of achievement of the Performance Goal (defined below). The portion of the Target PSUs actually earned upon satisfaction of the foregoing requirements is referred to herein as the “
Earned PSUs
.”
|
Target Number of PSUs:
|
_____________________ (the “
Target PSUs
”).
|
Performance Period:
|
____________________ (the “
Performance Period Commencement Date
”) through ____________________ (the “
Performance Period End Date
”).
|
1
st
Annual Period:
|
_____________________ through _____________________
|
2
nd
Annual Period:
|
_____________________ through _____________________
|
3
rd
Annual Period:
|
_____________________ through _____________________
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Settlement Date:
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_____________________
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Service Requirement:
|
Except as expressly provided in
Section 3
of the Agreement, you must remain continuously employed by, or continuously provide services to, the Company or an Affiliate, as applicable, from the Date of Grant through the Settlement Date to be eligible to receive payment of this Award, which is based on the level of achievement with respect to the Performance Goal (as defined below).
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Performance Goal
:
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Subject to the terms and conditions set forth in the Plan, the Agreement and herein, the number of Target PSUs, if any, that become Earned PSUs during the Performance Period will be determined in accordance with the following table:
The “
Performance Goal
” for the Performance Period is .
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Settlement:
|
Settlement of the Earned PSUs shall be made solely in shares of Stock on the Settlement Date, which shall be delivered to you in accordance with
Section 5
of the Agreement.
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