lbrt-20200428
FALSE000169402800016940282020-02-052020-02-05

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): April 28, 2020

 
LIBERTY OILFIELD SERVICES INC.
(Exact name of registrant as specified in its charter)

Delaware 001-38081 81-4891595
(State or Other Jurisdiction
of Incorporation)
 (Commission
File Number)
 (IRS Employer
Identification No.)
950 17th Street, Suite 2400
Denver, Colorado 80202
(Address and Zip Code of Principal Executive Offices)
(303515-2800
(Registrant’s Telephone Number, Including Area Code)


 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))
Securities registered pursuant to section 12(b) of the Act
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.01LBRTNew York Stock Exchange
 
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 April 28, 2020, Liberty Oilfield Services Inc., a Delaware corporation, issued a press release announcing its results for the quarter ended March 31, 2020. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
 
(i)Exhibits.
Exhibit
No.
  Description
99.1    



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
   LIBERTY OILFIELD SERVICES INC.
Dated: April 28, 2020  By: /s/ R. Sean Elliott
   R. Sean Elliott
   Vice President, General Counsel and Corporate Secretary



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Liberty Oilfield Services Inc. Announces First Quarter 2020 Financial and Operational Results
April 28, 2020
Denver - (Business Wire) - Liberty Oilfield Services Inc. (NYSE: LBRT; “Liberty” or the “Company”) announced today first quarter 2020 financial and operational results.
Summary Results and Highlights
Revenue of $472 million and net income1 of $2 million, or $0.02 fully diluted income per share, for the quarter ended March 31, 2020
Adjusted EBITDA2 of $54 million and annualized Adjusted EBITDA per average active fleet of $9 million for the quarter ended March 31, 2020
Quarterly record for both proppant pumped and stages completed
“Liberty’s first quarter results reflect both operators’ flight to quality service providers and Liberty’s efforts to concentrate more of our capacity with select top-tier players. Revenues grew 19% to $472 million compared to the fourth quarter of 2019, and net income1 was $2 million, or $0.02 per fully diluted share. Adjusted EBITDA2 increased 77% to $54 million sequentially, equating to $9 million annualized Adjusted EBITDA per average active frac fleet. Liberty’s first quarter results exceeded previous quarterly records for number of stages pumped and sand volume pumped, both by double-digit percentage increases. All 24 of our frac fleets were active in the quarter until the mid-March COVID driven reduction in activity began. This performance was driven by strong customer preference for Liberty and outstanding operational execution. We ended the quarter with available liquidity of $259 million. Over the last 12 months, which have been far from boom times in our industry, Liberty delivered a 6% Pre-Tax Return on Capital Employed3, generated significant free cash flow and returned approximately $25 million to our stockholders. Industry conditions had been declining for several quarters even before the COVID pandemic. During these challenging times operators have become even more demanding on service quality, efficiency, safety and technology solutions. All of this plays to Liberty’s favor as evidenced by our first quarter financial results,” commented Chris Wright, Chief Executive Officer.
Current Market
During the first quarter the COVID-19 pandemic emerged and put large downward pressure on the global economy and oil demand. COVID-19, combined with the initial failure of OPEC+ to come to agreement driving oil supply upward beginning in April, led to a historic collapse in global oil prices. The estimated collapse in worldwide demand for oil is now approximately 30 million barrels a day, and oil storage is rapidly reaching capacity. West Texas Intermediate crude oil price has declined approximately 75% since January 2020. In response, OPEC+ has subsequently agreed to substantial production cuts. North American exploration and production companies have announced significant cuts to planned 2020 capital expenditures that has led to a plunging rig count and the most abrupt curtailment of frac activity ever.
Liberty acted swiftly to protect our employees, customers and business. During February 2020 we formed a COVID-19 response team to implement safety procedures and contingency plans at both our customer locations and our facilities to ensure our ability to continue providing safe and efficient services to our customers, while protecting the health of both employees and customers.
We have been proactive in protecting our business during these unprecedented events. We moved quickly to preserve cash and protect our balance sheet and announced strategic actions earlier this month to align our cost structure with demand for frac services. Regrettably, for the first time in the Company’s history we undertook a reduction of our personnel and staffed fleet count by approximately 50%. We also suspended variable compensation plans and our 401(k) match, implemented base salary reductions, executive and director compensation reductions,
1 Net income/loss attributable to controlling and noncontrolling interests.
2 “Adjusted EBITDA” is not presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Please see the supplemental financial information in the table under “Reconciliation of Net Income to EBITDA and Adjusted EBITDA” at the end of this earnings release for a reconciliation of the non-GAAP financial measure of Adjusted EBITDA to its most directly comparable GAAP financial measure.
3 Pre-Tax Return on Capital Employed is an operational measure. Please see the supplemental financial information in the table under “Calculation of Pre-Tax Return on Capital Employed” at the end of this earnings release for a calculation of this measure.



operating cost rationalization, reduction of planned 2020 capital expenditures, and suspended our quarterly dividend. Further, we have implemented a company-wide employee furlough plan that flexes our cost structure to align with the uncertain level of frac demand in the coming months.
“The toll on separated and present Liberty employees has been significant. We have been humbled by everyone’s incredible professionalism and understanding of these tough measures, and we are proud to be part of the Liberty family during these troubled times,” commented Chris Wright.
Outlook
Commenting on the outlook, Wright added, “In the next few months, we expect very low frac activity in the oil basins. However, we expect that our balance sheet and Liberty culture will allow us the necessary flexibility to navigate this industry disruption. The team is strongly focused on preserving our culture and our competitive advantages while always delivering superior service to our customers. We are working closely with customers to bring innovative engineering to their completion strategies to maximize their return for each precious investment dollar. Our largest customers are top tier players that we chose to align with because they had strong balance sheets, high quality assets and, most importantly, are managed by great people.
“With the flexible cost structure now in place, Liberty currently projects to be free cash flow positive for the last three quarters of this year, ending the year with a greater cash balance than at the end of the first quarter. While the duration and depth of the oil demand contraction remains uncertain, we are well-positioned to react quickly to a rebound in oil demand, commodity prices, and producer appetite for frac services.”
First Quarter Results
For the first quarter of 2020, revenue increased 19% to $472 million from $398 million in the fourth quarter of 2019.
Net income before income taxes totaled $3 million for the first quarter of 2020 compared to net loss before income taxes of $22 million for the fourth quarter of 2019.
Net income1 (after taxes) totaled $2 million for the first quarter of 2020 compared to net loss1 of $18 million in the fourth quarter of 2019.
Adjusted EBITDA2 increased 77% to $54 million from $30 million in the fourth quarter. Annualized Adjusted EBITDA per average active fleet increased to $9 million in the first quarter compared to $5 million in the fourth quarter. Please refer to the reconciliation of Adjusted EBITDA (a non-GAAP measure) to net income (a GAAP measure) in this earnings release.
Fully diluted income per share was $0.02 for the first quarter of 2020 compared to loss of $0.15 for the fourth quarter of 2019.
Balance Sheet and Liquidity
As of March 31, 2020, Liberty had cash on hand of $57 million, a reduction from fourth quarter levels as working capital increased in line with revenue, and total debt of $106 million, net of deferred financing costs and original issue discount. The term loan requires only a 1% annual amortization of principal, paid quarterly, with no substantial payment due until maturity in September 2022, subject to mandatory prepayments from excess cash flow. There were no borrowings drawn on the ABL credit facility, and total liquidity, including availability under the credit facility, was $259 million.
Stockholder Returns
During the quarter ended March 31, 2020 the Company paid a quarterly cash dividend of $0.05 per share of Class A common stock, or approximately $4.1 million in aggregate to stockholders. Liberty Oilfield Services New HoldCo LLC (Liberty LLC) also paid quarterly distributions of $0.05 per unit, for total dividends and distributions of approximately $5.6 million.



Given an unprecedented global oversupply of oil that has negatively impacted demand for frac services, Liberty has turned its focus to cash conservation and balance sheet protection. On April 2, 2020, the Company announced the suspension of future quarterly dividends until business conditions warrant reinstatement.
Conference Call
Liberty will host a conference call to discuss the results at 8:00 a.m. Mountain Time (10:00 a.m. Eastern Time) on Wednesday, April 29, 2020. Presenting Liberty’s results will be Chris Wright, Chief Executive Officer, Ron Gusek, President, and Michael Stock, Chief Financial Officer.
Individuals wishing to participate in the conference call should dial (833) 255-2827, or for international callers (412) 902-6704. Participants should ask to join Liberty's call. A live webcast will be available at http://investors.libertyfrac.com. The webcast can be accessed for 90 days following the call. A telephone replay will be available shortly after the call and can be accessed by dialing (877) 344-7529, or for international callers (412) 317-0088. The passcode for the replay is 10137967. The replay will be available until May 6, 2020.
About Liberty
Liberty is an independent provider of hydraulic fracturing services to onshore oil and natural gas exploration and production companies in North America. Liberty was founded in 2011 with a relentless focus on improving tight-oil completions, and an emphasis on customer partnerships and technology to find innovative answers to frac optimization. Liberty is headquartered in Denver, Colorado. For more information about Liberty, please contact Investor Relations at [email protected].
Non-GAAP Financial Measures
This earnings release includes unaudited non-GAAP financial and operational measures, including EBITDA, Adjusted EBITDA and Pre-Tax Return on Capital Employed. We believe that the presentation of these non-GAAP financial and operational measures provides useful information about our financial performance and results of operations. Non-GAAP financial and operational measures do not have any standardized meaning and are therefore unlikely to be comparable to similar measures presented by other companies. The presentation of non-GAAP financial and operational measures is not intended to be a substitute for, and should not be considered in isolation from, the financial measures reported in accordance with U.S. GAAP. See the tables entitled Reconciliation and Calculation of Non-GAAP Financial and Operational Measures for a reconciliation or calculation of the non-GAAP financial or operational measures to the most directly comparable GAAP measure.
Forward-Looking and Cautionary Statements
The information above includes “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, other than statements of historical facts, included herein concerning, among other things, the deployment of fleets in the future, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, return of capital to stockholders, business strategy and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. These forward-looking statements represent our expectations or beliefs concerning future events, and it is possible that the results described in this earnings release will not be achieved. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in Liberty's filings with the Securities and Exchange Commission. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for us to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2019 as filed with the



SEC on February 27, 2020 and in our other public filings with the SEC. These and other factors could cause our actual results to differ materially from those contained in any forward-looking statements.

Contact:
Michael Stock
Chief Financial Officer
303-515-2851
[email protected]




Liberty Oilfield Services Inc.
Selected Financial Data
(unaudited)
Three Months Ended
March 31,December 31, March 31,
202020192019
Statement of Income Data:(amounts in thousands, except for per share and fleet data)
Revenue$472,344  $397,971  $535,148  
Costs of services, excluding depreciation and amortization shown separately392,716  344,430  429,299  
General and administrative28,613  26,210  22,088  
Depreciation and amortization44,831  44,299  38,387  
(Gain) loss on disposal of assets(102) 1,359  1,223  
Total operating expenses466,058  416,298  490,997  
Operating income (loss)6,286  (18,327) 44,151  
Interest expense, net3,608  3,176  4,182  
Net income (loss) before taxes2,678  (21,503) 39,969  
Income tax expense (benefit)261  (3,095) 6,060  
Net income (loss)2,417  (18,408) 33,909  
Less: Net income (loss) attributable to noncontrolling interests697  (6,260) 15,788  
Net income (loss) attributable to Liberty Oilfield Services Inc. stockholders$1,720  $(12,148) $18,121  
Net income (loss) attributable to Liberty Oilfield Services Inc. stockholders per common share:
Basic$0.02  $(0.15) $0.27  
Diluted$0.02  $(0.15) $0.26  
Weighted average common shares outstanding:
Basic81,651  79,182  67,427  
Diluted (1)114,952  79,182  114,171  

Other Financial and Operational Data
Capital expenditures (2)$32,888  $56,211  $51,108  
Adjusted EBITDA (3)$53,538  $30,171  $84,815  
Average Active Fleets (4) 22.8  23.0  22.3  
Annualized Adjusted EBITDA per Average Active Fleet (5) $9,418  $5,204  $15,425  


(1)In accordance with U.S. GAAP, diluted weighted average common shares outstanding for the three months ended December 31, 2019, exclude weighted average shares of Class B common stock (32,993), restricted shares (349) and restricted stock units (2,066) outstanding during the period.
(2)Capital expenditures presented above are shown on an as incurred basis, including capital expenditures in accounts payable and accrued liabilities.
(3)Adjusted EBITDA is a non-GAAP financial measure. See the tables entitled “Reconciliation and Calculation of Non-GAAP Financial and Operational Measures” below.
(4)Average Active Fleets is calculated as the daily average of the number of active fleets for the period presented.
(5)Annualized Adjusted EBITDA per Average Active Fleet is calculated as Adjusted EBITDA for the year, or the respective quarter annualized, divided by the Average Active Fleets, as defined above.




Liberty Oilfield Services Inc.
Condensed Consolidated Balance Sheets
(unaudited, amounts in thousands)
March 31,December 31,
20202019
Assets
Current assets:
Cash and cash equivalents$56,531  $112,690  
Accounts receivable and unbilled revenue335,625  252,910  
Inventories87,616  88,547  
Prepaids and other current assets38,201  34,827  
Total current assets517,973  488,974  
Property and equipment, net642,871  651,703  
Operating and finance lease right-of-use assets105,666  108,413  
Other assets32,042  34,339  
Total assets$1,298,552  $1,283,429  
Liabilities and Equity
Current liabilities:
Accounts payable$108,136  $117,613  
Accrued liabilities132,747  108,954  
Current portion of operating and finance lease liabilities41,971  39,519  
Current portion of long-term debt, net of discount414  409  
Total current liabilities283,268  266,495  
Long-term debt, net of discount105,625  105,731  
Long-term operating and finance lease liabilities56,707  61,571  
Deferred tax liability28,913  19,659  
Payable pursuant to tax receivable agreement42,586  48,481  
Total liabilities517,099  501,937  
Stockholders' equity:
Common Stock1,126  1,126  
Additional paid in capital413,664  410,596  
Retained earnings140,581  143,105  
Total stockholders equity
555,371  554,827  
Noncontrolling interest226,082  226,665  
Total equity781,453  781,492  
Total liabilities and equity$1,298,552  $1,283,429  





Liberty Oilfield Services Inc.
Reconciliation and Calculation of Non-GAAP Financial and Operational Measures
(unaudited, amounts in thousands)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA
Three Months Ended
March 31,December 31,March 31,
202020192019
Net (loss) income$2,417  $(18,408) $33,909  
Depreciation and amortization44,831  44,299  38,387  
Interest expense, net3,608  3,176  4,182  
Income tax (benefit) expense261  (3,095) 6,060  
EBITDA$51,117  $25,972  $82,538  
Fleet start-up costs—  1,787  1,054  
(Gain) loss on disposal of assets(102) 1,359  1,223  
Provision for credit losses2,523  $1,053  $—  
Adjusted EBITDA$53,538  $30,171  $84,815  


Calculation of Pre-Tax Return on Capital Employed
Twelve Months Ended
March 31, 2020
20202019
Net income$43,372  
Add back: Income tax expense8,253  
Pre-tax net income$51,625  
Capital Employed
Total debt, net of discount$106,039  $106,433  
Total equity781,453  755,482  
Total Capital Employed$887,492  $861,915  
Average Capital Employed (1)$874,704  
Pre-Tax Return on Capital Employed (2)%

(1)Average Capital Employed is the simple average of Total Capital Employed as of March 31, 2020 and 2019.
(2)Pre-tax Return on Capital Employed is the ratio of pre-tax net income for the twelve months ended March 31, 2020 to Average Capital Employed.