UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-38081

~~Liberty Oilfield Services Inc.~~LIBERTY ENERGY 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 17th 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

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐☒			Accelerated filer ☒☐			Non-accelerated filer ☐			Smaller reporting company ☐

Emerging growth company ☐ (Do not check if a smaller reporting 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No

As of July ~~23, 2021,~~22, 2022, the registrant had ~~178,310,595~~186,859,269 shares of Class A Common Stock and ~~1,860,327~~325,902 shares of Class B Common Stock outstanding.

Our Class A Common Stock is traded on the New York Stock Exchange under the symbol “LBRT.” There is no public market for our Class B Common Stock.

Table of Contents

TABLE OF CONTENTS


		Page No.
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statement s of ~~Other~~ Comprehensive ~~Income~~Inco me (L oss)	3
	Condensed Consolidated Statements of Changes in Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2422
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	3331
Item 4.	Controls and Procedures	3331

PART II	OTHER INFORMATION	3433
Item 1.	Legal Proceedings	3432
Item 1A.	Risk Factors	3432
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3433
Item 3.	Defaults Upon Senior Securities	3433
Item 4.	Mine Safety Disclosures	3433
Item 5.	Other Information	3433
Item 6.	Exhibits	3534
SIGNATURES		3635

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) and certain other communications made by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange of 1934, as amended (the “Exchange Act”), including, among others, statements about our expected growth ~~including~~ from recent acquisitions such as the PropX Acquisition (as defined below) and OneStim Acquisition (as defined below), expected performance, future operating results, oil and natural gas demand and prices and the outlook for the oil and gas industry, future global economic conditions, the impact of the Russian invasion of Ukraine, the impacts of the ~~COVID-19~~novel strain of the coronavirus (“COVID-19”) pandemic, improvements in operating procedures and technology, our business strategy and the business strategies of our customers, in addition to other estimates, and beliefs. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We may use the words “estimate,” “outlook,” “project,” “position,” “potential,” “likely,” “believe,” “anticipate,” “plan,” “expect,” “intend,” “achievable,” “anticipate,” “may,” “will,” “continue,” “should,” “could” and similar expressions to help identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. We cannot assure you that our assumptions and expectations will prove to be correct. Important factors could cause our actual results to differ materially from those indicated or implied by forward-looking statements, including but not limited to the risks described in this Quarterly Report and other filings that we make with the U.S. Securities Exchange Commission (the “SEC”). We undertake no intention or obligation to update or revise any forward-looking statements, except as required by law, whether as a result of new information, future events or otherwise and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Quarterly ~~Report.~~Report on Form 10-Q. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Table of Contents

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share data)

(Unaudited)


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	30,710	$	68,978	Cash and cash equivalents	$	41,476	$	19,998
Accounts receivable—trade, net of allowances for credit losses of $1,518 and $773, respectively		337,197		244,433
Accounts receivable—trade, net of allowances for credit losses of $884 and $884, respectively						Accounts receivable—trade, net of allowances for credit losses of $884 and $884, respectively	399,817		298,531

Unbilled revenue		118,052		69,516

Unbilled revenue (including amounts from related parties of $1,254 and $0, respectively)						Unbilled revenue (including amounts from related parties of $1,254 and $0, respectively)	164,222		108,923
Inventories	Inventories	120,015		118,568		Inventories	163,652		134,593
Prepaid and other current assets (including receivables from related parties of $0 and $24,708, respectively)		62,717		65,638
Prepaid and other current assets						Prepaid and other current assets	71,757		68,332
Total current assets	Total current assets	668,691		567,133		Total current assets	840,924		630,377
Property and equipment, net	Property and equipment, net	1,076,899		1,120,950		Property and equipment, net	1,267,393		1,199,287
Finance lease right-of-use assets	Finance lease right-of-use assets	29,112		38,733		Finance lease right-of-use assets	24,095		18,201

Operating lease right-of-use assets	Operating lease right-of-use assets	125,280		75,878		Operating lease right-of-use assets	109,517		109,899
Other assets	Other assets	75,145		87,248		Other assets	92,924		82,289
Deferred tax assets						Deferred tax assets	280		607
Total assets	Total assets	$	1,975,127	$	1,889,942	Total assets	$	2,335,133	$	2,040,660
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable (including payables to related parties of $8,622 and $0, respectively)		$	182,876	$	193,338
Accrued liabilities (including amounts due to related parties of $7,145 and $0, respectively)		256,682		118,383
Current portion of long-term debt, net of discount of $1,375 and $1,386, respectively		375		364
Accounts payable (including payables to related parties of $1,842 and $2,732, respectively)						Accounts payable (including payables to related parties of $1,842 and $2,732, respectively)	$	311,404	$	288,801
Accrued liabilities (including amounts due to related parties of $415 and $1,142, respectively)						Accrued liabilities (including amounts due to related parties of $415 and $1,142, respectively)	269,645		235,115
Deferred revenue						Deferred revenue	1,554		4,552
Current portion of long-term debt, net of discount of $737 and $743, respectively						Current portion of long-term debt, net of discount of $737 and $743, respectively	1,013		1,007
Current portion of finance lease liabilities	Current portion of finance lease liabilities	16,583		20,580		Current portion of finance lease liabilities	7,615		8,743
Current portion of operating lease liabilities	Current portion of operating lease liabilities	34,628		23,481		Current portion of operating lease liabilities	30,841		31,029
Total current liabilities	Total current liabilities	491,144		356,146		Total current liabilities	622,072		569,247
Long-term debt, net of discount of $370 and $1,054, respectively, less current portion		105,221		105,411
Long-term debt, net of discount of $903 and $1,270, respectively, less current portion						Long-term debt, net of discount of $903 and $1,270, respectively, less current portion	252,937		121,445
Deferred tax liability	Deferred tax liability	764		0		Deferred tax liability	563		563
Payable pursuant to tax receivable agreements, including payables to related parties of $0 and $27,173, respectively		53,289		56,594
Payable pursuant to tax receivable agreements						Payable pursuant to tax receivable agreements	41,888		37,555
Noncurrent portion of finance lease liabilities	Noncurrent portion of finance lease liabilities	6,330		11,318		Noncurrent portion of finance lease liabilities	10,491		4,445
Noncurrent portion of operating lease liabilities	Noncurrent portion of operating lease liabilities	88,945		50,430		Noncurrent portion of operating lease liabilities	77,166		76,966
Total liabilities	Total liabilities	745,693		579,899		Total liabilities	1,005,117		810,221
Commitments & contingencies (Note 15)	Commitments & contingencies (Note 15)	0		0		Commitments & contingencies (Note 15)	0		0

Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred Stock, $0.01 par value, 10,000 shares authorized and NaN issued and outstanding		0		0
Preferred Stock, $0.01 par value, 10,000 shares authorized and none issued and outstanding						Preferred Stock, $0.01 par value, 10,000 shares authorized and none issued and outstanding	—		—
Common Stock:	Common Stock:					Common Stock:
Class A, $0.01 par value, 400,000,000 shares authorized and 178,310,595 issued and outstanding as of June 30, 2021 and 157,952,213 issued and outstanding as of December 31, 2020		1,783		1,579
Class B, $0.01 par value, 400,000,000 shares authorized and 1,860,327 issued and outstanding as of June 30, 2021 and 21,550,282 issued and outstanding as of December 31, 2020		19		216
Class A, $0.01 par value, 400,000,000 shares authorized and 186,859,269 issued and outstanding as of June 30, 2022 and 183,385,111 issued and outstanding as of December 31, 2021						Class A, $0.01 par value, 400,000,000 shares authorized and 186,859,269 issued and outstanding as of June 30, 2022 and 183,385,111 issued and outstanding as of December 31, 2021	1,869		1,834
Class B, $0.01 par value, 400,000,000 shares authorized and 325,902 issued and outstanding as of June 30, 2022 and 2,632,347 issued and outstanding as of December 31, 2021						Class B, $0.01 par value, 400,000,000 shares authorized and 325,902 issued and outstanding as of June 30, 2022 and 2,632,347 issued and outstanding as of December 31, 2021	3		26
Additional paid in capital	Additional paid in capital	1,274,031		1,125,554		Additional paid in capital	1,384,134		1,367,642
(Accumulated deficit) retained earnings		(61,475)		23,288
Accumulated other comprehensive income		2,454		0
Accumulated deficit						Accumulated deficit	(56,174)		(155,954)
Accumulated other comprehensive loss						Accumulated other comprehensive loss	(2,263)		(306)
Total stockholders’ equity	Total stockholders’ equity	1,216,812		1,150,637		Total stockholders’ equity	1,327,569		1,213,242
Non-controlling interest	Non-controlling interest	12,622		159,406		Non-controlling interest	2,447		17,197
Total equity	Total equity	1,229,434		1,310,043		Total equity	1,330,016		1,230,439
Total liabilities and equity	Total liabilities and equity	1,975,127		1,889,942		Total liabilities and equity	2,335,133		2,040,660

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Revenue:
Revenue $ 581,288 $ 88,362 $ 1,132,140 $ 560,706
Revenue—related parties 0 0 1,180 0
Total revenue 581,288 88,362 1,133,320 560,706
Operating costs and expenses:
Cost of services (exclusive of depreciation and amortization shown separately below) 521,956 89,518 1,020,891 482,234
General and administrative 29,403 18,064 55,762 46,677
Transaction, severance and other costs 2,996 9,057 10,617 9,057
Depreciation and amortization 63,214 44,931 125,270 89,762
(Gain) loss on disposal of assets (277) 334 (997) 232
Total operating costs and expenses 617,292 161,904 1,211,543 627,962
Operating loss (36,004) (73,542) (78,223) (67,256)
Other (income) expense:
Gain on remeasurement of liability under tax receivable agreement (3,305) 0 (3,305) 0
Interest income 0 (24) (1) (287)
Interest income—related party 0 (45) 0 (232)
Interest expense 3,767 3,725 7,522 7,783
Total other expense 462 3,656 4,216 7,264
Net loss before income taxes (36,466) (77,198) (82,439) (74,520)
Income tax expense (benefit) 16,006 (11,363) 8,649 (11,102)
Net loss (52,472) (65,835) (91,088) (63,418)
Less: Net loss attributable to non-controlling interests (1,912) (20,064) (6,323) (19,367)
Net loss attributable to Liberty Oilfield Services Inc. stockholders $ (50,560) $ (45,771) $ (84,765) $ (44,051)
Net loss attributable to Liberty Oilfield Services Inc. stockholders per common share:
Basic $ (0.29) $ (0.55) $ (0.50) $ (0.53)
Diluted $ (0.29) $ (0.55) $ (0.50) $ (0.53)
Weighted average common shares outstanding:
Basic 172,523 83,292 167,891 82,472
Diluted 172,523 83,292 167,891 82,472


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenue:
Revenue	$	941,370	$	581,288	$	1,711,851	$	1,132,140
Revenue—related parties	1,249		—		23,538		1,180
Total revenue	942,619		581,288		1,735,389		1,133,320
Operating costs and expenses:
Cost of services (exclusive of depreciation, depletion, and amortization shown separately below)	713,718		521,956		1,383,737		1,020,891
General and administrative	42,162		29,403		80,480		55,762
Transaction, severance, and other costs	2,192		2,996		3,526		10,617
Depreciation, depletion, and amortization	77,379		63,214		151,967		125,270
(Gain) loss on disposal of assets	(3,436)		(277)		1,236		(997)
Total operating costs and expenses	832,015		617,292		1,620,946		1,211,543
Operating income (loss)	110,604		(36,004)		114,443		(78,223)
Other expense:
Loss (gain) on remeasurement of liability under tax receivable agreements	168		(3,305)		4,333		(3,305)


Interest expense, net	4,862		3,767		9,186		7,521
Total other expense	5,030		462		13,519		4,216
Net income (loss) before income taxes	105,574		(36,466)		100,924		(82,439)
Income tax expense	235		16,006		1,065		8,649
Net income (loss)	105,339		(52,472)		99,859		(91,088)

Less: Net income (loss) attributable to non-controlling interests	183		(1,912)		79		(6,323)
Net income (loss) attributable to Liberty Energy Inc. stockholders	$	105,156	$	(50,560)	$	99,780	$	(84,765)

Net income (loss) attributable to Liberty Energy Inc. stockholders per common share:
Basic	$	0.56	$	(0.29)	$	0.54	$	(0.50)
Diluted	$	0.55	$	(0.29)	$	0.52	$	(0.50)
Weighted average common shares outstanding:
Basic	186,719		172,523		185,367		167,891
Diluted	190,441		172,523		190,623		167,891

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss)

(In thousands)

(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Net loss $ (52,472) $ (65,835) $ (91,088) $ (63,418)
Other comprehensive loss
Foreign currency translation 1,288 0 2,698 0
Comprehensive loss $ (51,184) $ (65,835) $ (88,390) $ (63,418)
Comprehensive loss attributable to non-controlling interest (1,760) (20,064) (6,079) (19,367)
Comprehensive loss attributable to Liberty Oilfield Services, Inc. $ (49,424) $ (45,771) $ (82,311) $ (44,051)


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income (loss)	$	105,339	$	(52,472)	$	99,859	$	(91,088)
Other comprehensive (loss) income
Foreign currency translation	(3,012)		1,288		(1,956)		2,698
Comprehensive income (loss)	$	102,327	$	(51,184)	$	97,903	$	(88,390)
Comprehensive income (loss) attributable to non-controlling interest	177		(1,760)		80		(6,079)
Comprehensive income (loss) attributable to Liberty Energy Inc.	$	102,150	$	(49,424)	$	97,823	$	(82,311)

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Condensed Consolidated Statements of Changes in Equity

(~~Amounts in thousands)~~In thousands, except per unit and per share data)

(Unaudited)


		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		(Accumulated Deficit) Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interest		Total 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		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interest		Total Equity
Balance—December 31, 2020		157,952	21,550	$	1,579	$	216	$	1,125,554	$	23,288	$	0	$	1,150,637	$	159,406	$	1,310,043
Balance—December 31, 2021																				Balance—December 31, 2021	183,385	2,632	$	1,834	$	26	$	1,367,642	$	(155,954)	$	(306)	$	1,213,242	$	17,197	$	1,230,439
Exchange of Class B Common Stock for Class A Common Stock	Exchange of Class B Common Stock for Class A Common Stock	19,690	(19,690)	197		(197)		142,204		—		—		142,204		(142,204)		0		Exchange of Class B Common Stock for Class A Common Stock	2,306	(2,306)	23		(23)		15,817		—		—		15,817		(15,817)		—
Offering Costs	Offering Costs	—	—	—		—		(779)		—		—		(779)		(75)		(854)		Offering Costs	—	—	—		—		(564)		—		—		(564)		—		(564)

Other distributions and advance payments to non-controlling interest unitholders	Other distributions and advance payments to non-controlling interest unitholders	—	—	—		—		—		—		—		—		1,372		1,372		Other distributions and advance payments to non-controlling interest unitholders	—	—	—		—		—		—		—		—		924		924

Stock based compensation expense	Stock based compensation expense	—	—	—		—		10,134		—		—		10,134		712		10,846		Stock based compensation expense	—	—	—		—		10,931		—		—		10,931		83		11,014
Vesting of restricted stock units	Vesting of restricted stock units	668	—	7		—		(3,082)		—		—		(3,075)		(510)		(3,585)		Vesting of restricted stock units	1,168	—	12		—		8		—		—		20		(20)		—
Restricted stock and RSU forfeitures		0	—	0		—		0		2		—		2		—		2
Tax withheld on vesting of restricted stock units																				Tax withheld on vesting of restricted stock units	—	—	—		—		(9,700)		—		—		(9,700)		—		(9,700)
Currency translation adjustment	Currency translation adjustment	—	—	—		—		—		—		2,454		2,454		244		2,698		Currency translation adjustment	—	—	—		—		—		—		(1,957)		(1,957)		1		(1,956)
Net loss		—	—	—		—		—		(84,765)		—		(84,765)		(6,323)		(91,088)
Balance—June 30, 2021		178,310	1,860	$	1,783	$	19	$	1,274,031	$	(61,475)	$	2,454	$	1,216,812	$	12,622	$	1,229,434
Net income																				Net income	—	—	—		—		—		99,780		—		99,780		79		99,859
Balance—June 30, 2022																				Balance—June 30, 2022	186,859	326	$	1,869	$	3	$	1,384,134	$	(56,174)	$	(2,263)	$	1,327,569	$	2,447	$	1,330,016


		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		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interest		Total 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 (Accumulated Deficit)		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Non-controlling Interest		Total Equity
Balance—December 31, 2019		81,885	30,639	$	819	$	307	$	410,596	$	143,105	$	0	$	554,827	$	226,665	$	781,492
Balance—December 31, 2020																				Balance—December 31, 2020	157,952	21,550	$	1,579	$	216	$	1,125,554	$	23,288	$	—	$	1,150,637	$	159,406	$	1,310,043
Exchange of Class B Common Stock for Class A Common Stock	Exchange of Class B Common Stock for Class A Common Stock	2,558	(2,558)	26		(26)		18,201		—		—		18,201		(18,201)		0		Exchange of Class B Common Stock for Class A Common Stock	19,690	(19,690)	197		(197)		142,204		—		—		142,204		(142,204)		—
Effect of exchange on deferred tax asset, net of liability under tax receivable agreements		—	—	—		—		454		—		—		454		—		454
$0.05/share of Class A Common Stock Dividend		—	—	—		—		—		(4,244)		—		(4,244)		—		(4,244)
$0.05/unit distributions to non-controlling unitholders		—	—	—		—		—		—		—		—		(1,532)		(1,532)
Offering Costs																				Offering Costs	—	—	—		—		(779)		—		—		(779)		(75)		(854)
Other distributions and advance payments to non-controlling interest unitholders	Other distributions and advance payments to non-controlling interest unitholders	—	—	—		—		(1)		—		—		(1)		(804)		(805)		Other distributions and advance payments to non-controlling interest unitholders	—	—	—		—		—		—		—		—		1,372		1,372

Stock based compensation expense	Stock based compensation expense	—	—	—		—		6,172		—		—		6,172		2,235		8,407		Stock based compensation expense	—	—	—		—		10,134		—		—		10,134		712		10,846
Vesting of restricted stock units	Vesting of restricted stock units	414	—	4		—		472		—		—		476		(879)		(403)		Vesting of restricted stock units	668	—	7		—		(3,082)		—		—		(3,075)		(510)		(3,585)
Restricted stock and RSU forfeitures	Restricted stock and RSU forfeitures	(4)	—	(1)		—		(9)		7		—		(3)		9		6		Restricted stock and RSU forfeitures	—	—	—		—		—		2		—		2		—		2
Currency translation adjustment																				Currency translation adjustment	—	—	—		—		—		—		2,454		2,454		244		2,698
Net loss	Net loss	—	—	—		—		—		(44,051)		—		(44,051)		(19,367)		(63,418)		Net loss	—	—	—		—		—		(84,765)		—		(84,765)		(6,323)		(91,088)
Balance—June 30, 2020		84,853	28,081	$	848	$	281	$	435,885	$	94,817	$	0	$	531,831	$	188,126	$	719,957
Balance—June 30, 2021																				Balance—June 30, 2021	178,310	1,860	$	1,783	$	19	$	1,274,031	$	(61,475)	$	2,454	$	1,216,812	$	12,622	$	1,229,434

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(Unaudited)


		Six Months Ended June 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net loss		$	(91,088)	$	(63,418)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		125,270		89,762
Loss on disposal of assets		(997)		232
Amortization of debt issuance costs		1,137		1,106
Inventory write-down		0		770
Net income (loss)						Net income (loss)	$	99,859	$	(91,088)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion, and amortization						Depreciation, depletion, and amortization	151,967		125,270
Loss (gain) on disposal of assets						Loss (gain) on disposal of assets	1,236		(997)

Non-cash lease expense	Non-cash lease expense	1,409		1,999		Non-cash lease expense	2,088		1,409
Stock based compensation expense	Stock based compensation expense	10,846		8,407		Stock based compensation expense	11,014		10,846

Deferred income tax expense (benefit)		6,124		(11,268)
(Gain) loss on tax receivable agreements		(3,305)		169
Provision for credit losses		745		4,678
Deferred income tax expense						Deferred income tax expense	320		6,124
Loss (gain) on remeasurement of liability under tax receivable agreements						Loss (gain) on remeasurement of liability under tax receivable agreements	4,333		(3,305)
Other non-cash expense						Other non-cash expense	826		1,882
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable and unbilled revenue	Accounts receivable and unbilled revenue	(141,439)		171,398		Accounts receivable and unbilled revenue	(156,049)		(141,439)
Accounts receivable and unbilled revenue—related party	Accounts receivable and unbilled revenue—related party	0		8,314		Accounts receivable and unbilled revenue—related party	(1,118)		—
Inventories	Inventories	(10,586)		6,610		Inventories	(29,209)		(10,586)
Other assets	Other assets	4,757		21,410		Other assets	(1,560)		4,757
Deferred revenue						Deferred revenue	(2,898)		—
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	132,846		(142,643)		Accounts payable and accrued liabilities	58,539		132,846

Payment of operating lease liability		(153)		(895)
Accounts payable and accrued liabilities—related party						Accounts payable and accrued liabilities—related party	(1,955)		—
Initial payment of operating lease liability						Initial payment of operating lease liability	(1,764)		(153)
Net cash provided by operating activities	Net cash provided by operating activities	35,566		96,631		Net cash provided by operating activities	135,629		35,566
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property and equipment and construction in-progress	Purchases of property and equipment and construction in-progress	(67,861)		(70,460)		Purchases of property and equipment and construction in-progress	(224,737)		(67,861)
Investment in sand logistics						Investment in sand logistics	(5,717)		—
Investment in Fervo Energy Company						Investment in Fervo Energy Company	(10,000)		—
Proceeds from sale of assets	Proceeds from sale of assets	1,966		463		Proceeds from sale of assets	7,630		1,966
Net cash used in investing activities	Net cash used in investing activities	(65,895)		(69,997)		Net cash used in investing activities	(232,824)		(65,895)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from borrowings on line-of-credit	Proceeds from borrowings on line-of-credit	50,000		0		Proceeds from borrowings on line-of-credit	400,000		50,000
Repayments of borrowings on line-of-credit	Repayments of borrowings on line-of-credit	(50,000)		0		Repayments of borrowings on line-of-credit	(268,000)		(50,000)
Repayments of borrowings on term loan	Repayments of borrowings on term loan	(875)		(875)		Repayments of borrowings on term loan	(875)		(875)
Payments on finance lease obligations	Payments on finance lease obligations	(4,064)		(4,965)		Payments on finance lease obligations	(2,696)		(4,064)
Class A Common Stock dividends and dividend equivalents upon RSU vesting		(168)		(4,262)
Per unit distributions to non-controlling interest unitholders		0		(1,532)
Class A Common Stock dividends and dividend equivalents upon restricted stock vesting						Class A Common Stock dividends and dividend equivalents upon restricted stock vesting	(148)		(168)

Other distributions and advance payments to non-controlling interest unitholders	Other distributions and advance payments to non-controlling interest unitholders	1,372		(2,783)		Other distributions and advance payments to non-controlling interest unitholders	924		1,372
Restricted stock unit vesting		(3,586)		(403)
Payment of equity offering costs		(854)		0

Net cash used in financing activities		(8,175)		(14,820)
Net (decrease) increase in cash and cash equivalents before translation effect		(38,504)		11,814
Tax withholding on restricted stock unit vesting						Tax withholding on restricted stock unit vesting	(9,700)		(3,586)
Payments of equity offering costs						Payments of equity offering costs	(523)		(854)
Payments of debt issuance costs						Payments of debt issuance costs	(224)		—
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	118,758		(8,175)
Net increase (decrease) in cash and cash equivalents before translation effect						Net increase (decrease) in cash and cash equivalents before translation effect	21,563		(38,504)
Translation effect on cash	Translation effect on cash	236		0		Translation effect on cash	(85)		236
Cash and cash equivalents—beginning of period	Cash and cash equivalents—beginning of period	68,978		112,690		Cash and cash equivalents—beginning of period	19,998		68,978
Cash and cash equivalents—end of period	Cash and cash equivalents—end of period	$	30,710	$	124,504	Cash and cash equivalents—end of period	$	41,476	$	30,710
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	0	$	0
Cash paid for interest		$	5,326	$	5,649
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities		$	22,364	$	7,855

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LIBERTY ENERGY INC.

Condensed Consolidated Statements of Cash Flows cont.

(Dollars in thousands)

(Unaudited)


	Six Months Ended June 30,
	2022		2021
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	6,073	$	—
Cash paid for interest	$	8,352	$	5,326
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities	$	79,319	$	22,364
Capital expenditures reclassified from prepaid and other current assets	$	1,190	$	—

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1—Organization and Basis of Presentation

Organization

Liberty Energy Inc., formerly known as Liberty Oilfield Services Inc. (the “Company”) was incorporated as a Delaware corporation on December 21, 2016, to become a holding corporation for Liberty Oilfield Services New HoldCo LLC (“Liberty LLC”) and its subsidiaries upon completion of a corporate reorganization (the “Corporate Reorganization”) and planned initial public offering of the Company (“IPO”). On April 19, 2022, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation for the purpose of changing the Company’s name from “Liberty Oilfield Services Inc.” to “Liberty Energy Inc.” and thereafter, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect the new name, effective April 25, 2022. The Company has no material assets other than its ownership of units in Liberty LLC (“Liberty LLC Units”). Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on February ~~24, 2021~~22, 2022 (the “Annual Report”) for additional information on the Corporate Reorganization and IPO that were completed on January 17, 2018.

The Company, together with its subsidiaries, is a ~~multi-basin provider of~~leading integrated oilfield services and technology company focused on providing innovative hydraulic fracturing services and ~~goods, with a focus on deploying the latest~~related technologies ~~in the technically demanding~~to onshore oil and natural gas ~~reservoirs in which it operates, principally~~exploration and production (“E&P”) companies in North ~~Dakota, Colorado, Louisiana, Oklahoma, New Mexico, Wyoming, Texas~~America. We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, data analytics, related goods (including our sand mine operations), and ~~the provinces of Alberta and British Columbia, Canada.~~technologies that will facilitate lower emission completions, thereby helping our customers reduce their emissions profile.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with the annual financial statements and notes thereto included in the Annual Report.

The accompanying unaudited condensed consolidated financial statements and related notes present the condensed consolidated financial position of the Company as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and the results of operations, cash flows, and equity of the Company as of and for the three and six months ended June 30, ~~2021~~2022 and ~~2020.~~2021. The interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the three and six months ended June 30, ~~2021~~2022 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, ~~2021.~~2022. Further, these estimates and other factors, including those outside the Company’s control, such as the impact of sustained lower commodity prices, could have a significant adverse impact to the Company’s financial condition, results of operations and cash flows.

All intercompany amounts have been eliminated in the presentation of the unaudited condensed consolidated financial statements of the Company. The Company’s operations are organized into a single reportable segment, which consists of hydraulic fracturing ~~services~~ and ~~goods.~~related goods and services.

Note 2—Significant Accounting Policies

~~Transaction, Severance and Other Costs~~Reclassifications

~~The Company incurred transaction related costs~~Certain amounts in ~~connection with~~ the ~~OneStim Acquisition (as defined below). Such costs include investment banking, legal, accounting and other professional services provided~~prior period financial statements have been reclassified from interest income to interest expense, net in ~~connection with closing~~ the ~~transaction, and are expensed as incurred~~.

~~Foreign Currency Translation~~

~~The Company records foreign currency translation adjustments from~~accompanying unaudited condensed consolidated statements of operation to conform to the ~~process of translating the functional currency~~presentation of the current period financial statements of its foreign subsidiary into the U.S. dollar reporting currency. The Canadian dollar is the functional currency of the Company’s foreign subsidiary as it is the primary currency within the economic environment in which the subsidiary operates. Assets and liabilities of the subsidiary’s operations are translated into U.S. dollars at the rate of exchange instatements. These reclassifications had no effect on the ~~balance sheet date and~~previously reported net income and expenses are translated at the average exchange rate in effect during the reporting period. Adjustments resulting from the translation of the subsidiary’s financial statements are reported in other comprehensive income.or loss.

Table of Contents

LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Recently Adopted Accounting Standards~~

~~Simplification of Accounting for Income Taxes~~

~~In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Simplification of Accounting for Income Taxes~~, which simplifies the accounting for income taxes by providing new guidance to reduce complexity and eliminate certain exceptions to the general approach to the income tax accounting model. The Company adopted this guidance effective January 1, 2021, which did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

~~Codification Improvements~~

~~In October 2020, the FASB issued ASU No. 2020-10,~~ ~~Codification Improvements,~~ which clarifies various topics, including the addition of existing disclosure requirements to the relevant disclosure sections. This update does not change GAAP, and therefore, does not result in a significant change in the Company’s accounting practices. The guidance is effective for fiscal periods beginning after December 15, 2020, as the amendment pertains to disclosure items only. The Company adopted the new rules effective January 1, 2021 and the adoption did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

~~Recently Issued Accounting Standards~~

~~Reference Rate Reform~~

~~In March 2020, the FASB issued ASU No. 2020-04,~~ ~~Reference Rate Reform,~~ which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. This guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements.

Note 3—The ~~OneStim~~PropX Acquisition

On ~~August 31, 2020~~October 26, 2021, the Company ~~and certain of its subsidiaries~~ entered into the certain Master Transaction Agreement (the “Transaction Agreement”) with ~~Schlumberger Technology Corporation and Schlumberger Canada Limited (collectively “Schlumberger”), pursuant~~Proppant Express Investments, LLC to ~~which~~acquire the ~~Company acquired certain~~ assets and liabilities of ~~Schlumberger’s OneStim® business,~~Proppant Express Solutions, LLC (“PropX”), which provides ~~hydraulic fracturing pressure pumping services in onshore United States~~last-mile proppant delivery solutions, including proppant handling equipment and ~~Canada (such entire business of Schlumberger “OneStim,” and the portion of OneStim~~logistics software across North America (the “PropX Acquisition”). PropX was acquired ~~pursuant to the Transaction Agreement the “Transferred Business”)~~ in exchange for ~~57,377,232~~$11.9 million in cash and 3,405,526 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) and ~~a non-interest bearing demand promissory note (the “Canadian Buyer Note” and such acquisition, the “OneStim Acquisition”). The Canadian Buyer Note was settled for 8,948,902~~2,441,010 shares of Class A Common Stock, and a total of 66,326,134 shares of Class A Common Stock were issued in connection with the OneStim Acquisition. Effective December 31, 2020, Schlumberger owned approximately 37.0% of the Company’s issued and outstanding shares of common stock, including Class A Common Stock and the Company’s Class B Common Stock, par value $0.01 per share (the “Class B Common ~~Stock,”~~Stock”, and together with the Class A Common Stock, the “Common Stock”)., for total consideration of $103.0 million based on the October 26, 2021 closing price of Class A Common Stock of $15.58. In connection with the issuance of ~~66,326,134~~2,441,010 shares of Class B Common Stock, Liberty LLC also issued 2,441,010 Liberty LLC Units to the Company. The Liberty LLC Units are redeemable for an equivalent number of shares of Class A Common Stock ~~Liberty LLC also issued 66,326,134 Liberty LLC Units to~~at any time, at the ~~Company.~~

~~The OneStim Acquisition was completed for total consideration of approximately $683.8 million based on the value~~election of the ~~Canadian Buyer Note and the closing price of the Class A Common Stock on December 31, 2020.~~ shareholder.

The Company accounted for the ~~OneStim~~PropX Acquisition using the acquisition method of accounting. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair value onat the date of the acquisition. The estimated fair values of certain assets and liabilities ~~including accounts receivable,~~ require significant judgments and estimates. The majority of the measurements of assets acquired and liabilities assumed, are based on inputs that are not observable in the market and thus represent Level 3 inputs.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

In accordance with ASC Topic 805, an acquirer is allowed a period, referred to as the measurement period, in which to complete its accounting for the transaction. Such measurement period ends onat the earliest date that the acquirer ~~(i)~~a) receives the information necessary or ~~(ii)~~b) determines that it cannot obtain further information, and such period may not exceed one year. As the ~~OneStim~~PropX Acquisition closed on ~~December 31, 2020~~October 26, 2021 the Company is in the process of completing the initial purchase price allocation, particularly as it relates to current assets and current liabilities, which are subject to certain minimum working capital contribution requirements under the Transaction Agreement. Such minimum working capital contribution calculations are subject to review and adjustment in order to determine final settlement. In addition, certain inventories are considered provisional until the Company has completed physical inventory counts at each warehouse.liabilities.

The following table summarizes the fair value of the consideration transferred in the ~~OneStim~~PropX Acquisition and the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed ~~(which are included within the accompanying unaudited condensed consolidated balance sheet~~ as of ~~December 31, 2020) as of December 31, 2020,~~October 26, 2021, the date of the closing of the ~~OneStim~~PropX Acquisition:


($ in thousands)
Total Purchase Consideration:
Consideration	$	~~683,822~~103,023

Cash and cash equivalents	$	53
Accounts receivable and unbilled revenue	$		~~128,602~~4,089
~~Inventories~~Inventory	~~33,245~~8
Prepaid and other current assets	~~30,859~~1,722
Property and equipment (1)	~~559,716~~94,137
Intangible assets (included in other assets in the accompanying ~~unaudited condensed~~ consolidated balance sheet as of December 31, ~~2020)~~2021) (2)	~~54,000~~7,100
Total identifiable assets acquired	~~806,422~~107,109
Accounts payable	~~75,522~~2,152
Accrued liabilities	~~47,078~~1,934
Total liabilities assumed	~~122,600~~4,086
Total purchase consideration	$	~~683,822~~103,023

(1)Useful lives ~~ranging from~~ ~~two~~ ~~to greater than 25~~average of 10 years, see Note 5—Property and Equipment

(2)Definite lived intangibles with an ~~average~~ amortization period ~~of five~~ranging from seven to 10 years

Transaction costs, costs associated with issuing additional equity and integration costs were recognized separately from the acquisition of assets and assumptions of liabilities in the ~~OneStim~~PropX Acquisition. Transaction costs consist of legal and professional ~~fees and pre-merger notification~~ fees. Equity offering costs consist of expenses incurred related to the Special Meeting of Stockholders, including the costs to prepare the required filings associated with such meeting, held on November 30, 2020. Integration costs consist of expenses incurred to integrate ~~OneStim’s~~PropX’s operations, aligning accounting processes and procedures, and integrating its enterprise resource planning system with those of the Company. Merger and integration costs are expensed as incurred, and equity offering costs were recorded as a reduction to additional paid in capital.

~~Transaction costs were $1.5 million and $9.1 million, for the three and six months ended June 30, 2021, respectively, and are recorded as a component~~

Table of transaction, severance and other costs in the accompanying unaudited condensed consolidated statements of operations. Equity offering costs totaled $1.6 million for the year ended December 31, 2020 and are recorded as a reductionContents

LIBERTY ENERGY INC.

Notes to ~~additional paid in capital in the accompanying unaudited condensed consolidated balance sheets.~~Condensed Consolidated Financial Statements

(Unaudited)

The Company’s ~~unaudited~~ condensed consolidated statements of operations for the three and six months ended June 30, ~~2020 presented herein~~2021 does not include any results from ~~OneStim~~PropX operations as the ~~OneStim~~PropX Acquisition closed on ~~December 31, 2020.~~October 26, 2021. The ~~Company’s unaudited~~Company does not present pro forma financial information for the periods prior to the PropX Acquisition as such information, after elimination of PropX’s historical transactions with the Company, is not materially different than the results presented in the accompanying condensed consolidated ~~financial~~ statements ~~include results from OneStim~~of operations for ~~full~~ three and six months ended June 30, 2021.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

The following combined pro forma information assumes the OneStim Acquisition occurred on January 1, 2020. The pro forma information presented below is for illustrative purposes only and does not reflect future events that occurred after December 31, 2020 or any operating efficiencies or inefficiencies that may result from the OneStim Acquisition. The information is not necessarily indicative of results that would have been achieved had the Company controlled OneStim during the periods presented.
Three Months Ended June 30, Six Months Ended June 30,
(unaudited, in thousands) 2020 2020
Revenue $ 228,002 $ 1,295,453
Net loss (418,329) (884,862)
Less: Net loss attributable to non-controlling interests (80,322) (187,232)
Net loss attributable to Liberty Oilfield Services Inc. stockholders $ (338,007) $ (697,630)
Net loss attributable to Liberty Oilfield Services Inc. stockholders per common share:
Basic $ (2.26) $ (4.69)
Diluted $ (2.26) $ (4.69)
Weighted average common shares outstanding:
Basic 149,618 148,798
Diluted 149,618 148,798

Note 4—Inventories

Inventories consist of the following:


		June 30,		December 31,			June 30,		December 31,
($ in thousands)	($ in thousands)	2021		2020		($ in thousands)	2022		2021
Proppants	Proppants	$	16,937	$	13,658	Proppants	$	22,948	$	23,413
Chemicals	Chemicals	17,805		16,434		Chemicals	24,660		17,996
Maintenance parts	Maintenance parts	85,273		88,476		Maintenance parts	116,044		93,184
		$	120,015	$	118,568		$	163,652	$	134,593

The Company did 0tnot record any write-down to the inventory carrying value during the three and six months ended June 30, ~~2021. As of June 30, 2020,~~2022 or the ~~lower of cost or net realizable value analysis resulted in the Company recording a write-down to inventory carrying values of $0.1 million and $0.8 million during the three and six months~~year ended ~~June 30, 2020, respectively, which is included as a component in cost of services in the unaudited condensed consolidated statement of operations.~~December 31, 2021.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Note 5—Property and Equipment

Property and equipment consist of the following:


		Estimated useful lives (in years)	June 30,		December 31,			Estimated useful lives (in years)	June 30,		December 31,
($ in thousands)	($ in thousands)		2021		2020		($ in thousands)		2022		2021
Land	Land	N/A	$	34,818	$	38,346	Land	N/A	$	30,278	$	33,812
Field services equipment	Field services equipment	2-7	1,343,167		1,249,933		Field services equipment	2-7	1,720,116		1,579,420
Vehicles	Vehicles	4-7	58,837		59,741		Vehicles	4-7	61,495		61,282
Lease Equipment							Lease Equipment	10	77,337		64,770
Buildings and facilities	Buildings and facilities	5-30	147,198		156,109		Buildings and facilities	5-30	141,191		148,555
Mineral reserves	Mineral reserves	>25	78,793		78,793		Mineral reserves	>25	76,823		76,823
Office equipment, furniture, and software		2-7	6,967		6,840
Office equipment and furniture							Office equipment and furniture	2-7	8,719		8,218
			1,669,780		1,589,762				2,115,959		1,972,880
Less accumulated depreciation and amortization			(734,875)		(622,530)
Less accumulated depreciation and depletion							Less accumulated depreciation and depletion		(1,000,240)		(863,194)
			934,905		967,232				1,115,719		1,109,686
Construction in-progress	Construction in-progress	N/A	141,994		153,718		Construction in-progress	N/A	151,674		89,601
			$	1,076,899	$	1,120,950			$	1,267,393	$	1,199,287

Depreciation expense for the three months ended June 30, ~~2021~~2022 and ~~2020~~2021 was $~~58.1~~72.4 million and ~~$42.3~~$58.1 million, respectively. During the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recognized depreciation expense of ~~$114.8~~$142.3 million and ~~$83.9~~$114.8 million, respectively. Depletion expense for the three months ended June 30, 2022 and 2021was $0.3 million and $0.3 million, respectively. Depletion expense for the six months ended June 30, 2022 and 2021 was ~~$0.3~~$0.6 million and $0.6 million, respectively.

~~During the year ended~~As of June 30, 2022 and December 31, ~~2020, as a result of negative market indicators including the COVID-19 pandemic, the increased supply of low-priced oil, and customer cancellations,~~2021, the Company concluded ~~these~~that no triggering events that could indicate possible impairment of property and ~~equipment. The Company performed a quantitative and qualitative impairment analysis and determined that no impairment~~equipment had occurred, ~~as of June 30, 2020. As of June 30, 2021,~~other than related to the ~~Company concluded that no additional triggering events had occurred.~~assets held for sale discussed below.

As of June 30, ~~2021,~~2022, the Company classified ~~$3.7~~$2.0 million of land and ~~$14.8~~$6.0 million of buildings, net of accumulated depreciation, of ~~buildings of 2 properties~~1 property that it intends to sell within the next year, and that ~~meet~~meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying unaudited condensed consolidated balance sheet. The Company estimates that the carrying value of the assets ~~approximates~~were greater than the fair value less the estimated costs to sell, and therefore ~~no adjustment to the carrying value of the assets was~~ recorded a $2.3 million loss during the ~~three and~~ six months ended June 30, ~~2021.~~2022, included as a component of (gain) loss on disposal of assets in the accompanying unaudited condensed consolidated statements of operations.

Table of Contents

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 6—Leases

The Company has operating and finance leases primarily for vehicles, equipment, railcars, office space, and facilities. The terms and conditions for these leases vary by the type of underlying asset.

Certain leases include variable lease payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of lease assets and liabilities, and are recognized in the period in which the obligation for those payments is incurred.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

The components of lease expense for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	($ in thousands)	2021		2020		2021		2020		($ in thousands)	2022		2021		2022		2021
Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	$	1,557	$	2,139	$	3,352	$	4,793	Amortization of right-of-use assets	$	1,229	$	1,557	$	2,206	$	3,352
Interest on lease liabilities	Interest on lease liabilities	434		462		971		1,058		Interest on lease liabilities	352		434		613		971
Operating lease cost	Operating lease cost	9,566		6,199		16,833		11,670		Operating lease cost	12,635		9,566		22,134		16,833
Variable lease cost	Variable lease cost	1,286		776		1,843		1,571		Variable lease cost	1,045		1,286		2,136		1,843
Short-term lease costs	Short-term lease costs	1,695		0		2,004		0		Short-term lease costs	1,446		1,695		2,992		2,004
Total lease cost, net		$	14,538	$	9,576	$	25,003	$	19,092
Total lease cost										Total lease cost	$	16,707	$	14,538	$	30,081	$	25,003

Supplemental cash flow and other information related to leases for the three and six months ended June 30, 2022 and 2021 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2022		2021		2022		2021
Cash paid for amounts included in measurement of liabilities:
Operating leases	$	12,863	$	8,854	$	21,895	$	15,284
Finance leases	1,830		2,172		3,309		5,035
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	9,909		59,175		19,370		59,206
Finance leases	6,333		—		6,333		—

During the six months ended June 30, ~~2021~~ 2022, the Company amended certain operating leases, the change in terms of which caused the leases to be reclassified as finance leases. In connection with the amendments, the Company wrote-off operating lease right-of-use assets of $0.2 million and ~~2020~~ ~~were as follows:~~
Three Months Ended June 30, Six Months Ended June 30,
($ in thousands) 2021 2020 2021 2020
Cash paid for amounts included in measurement of liabilities:
Operating leases $ 8,854 $ 5,052 $ 15,284 $ 10,484
Finance leases 2,172 2,957 5,035 6,023
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases 59,175 14,428 59,206 19,654

liabilities of $0.1 million. Additionally, the Company recognized finance lease right-of-use assets of $1.8 million and liabilities of $1.8 million. During the six months ended June 30, 2021, the Company amended certain finance leases, the change in terms of which caused the leases to be reclassified to operating leases. In connection with the amendments the Company wrote-off finance lease right-of-use assets ~~and liabilities~~ of $6.3 million and liabilities of $4.9 ~~million, respectively, and~~million. Additionally, the Company recognized operating lease right-of-use assets ~~and liabilities~~ of $5.4 million and liabilities of $4.1 ~~million, respectively.~~million. There was no gain or loss recognized as a result of these amendments.

Lease terms and discount rates as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 were as follows:

June 30, 2021

December 31, 2020

June 30, 2022

December 31, 2021

Weighted-average remaining lease term:

Operating leases

5.3 years

5.9 years

Operating leases

4.9 years

5.2 years

Finance leases

1.3 years

1.5 years

Finance leases

2.6 years

1.5 years

Weighted-average discount rate:

Operating leases

4.1

4.8

Operating leases

4.5

4.2

Finance leases

5.9

5.8

Finance leases

8.2

8.6

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Future minimum lease commitments as of June 30, ~~2021~~2022 are as follows:


($ in thousands)	($ in thousands)	Finance		Operating		($ in thousands)	Finance		Operating
Remainder of 2021		$	11,490	$	21,065
2022		8,491		33,788
Remainder of 2022						Remainder of 2022	$	4,629	$	18,822
2023	2023	4,356		22,226		2023	7,603		29,458
2024	2024	0		18,600		2024	2,724		22,912
2025	2025	0		16,409		2025	2,678		20,585
2026						2026	2,656		9,836
Thereafter	Thereafter	0		26,250		Thereafter	—		19,081
Total lease payments	Total lease payments	24,337		138,338		Total lease payments	20,290		120,694
Less imputed interest	Less imputed interest	(1,424)		(14,765)		Less imputed interest	(2,184)		(12,687)
Total		$	22,913	$	123,573
Total Liability						Total Liability	$	18,106	$	108,007

The Company’s vehicle leases typically include a residual value guarantee. For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of June 30, ~~2021~~2022 is ~~$9.6~~$13.1 million; the payment is not probable and therefore has not been included in the measurement of the lease liability and right-of-use asset. For vehicle leases that are classified as ~~financing~~finance leases, the Company includes the residual value guarantee, as estimated in the lease agreement, in the financing lease liability.

Lessor Arrangements

The Company leases dry and wet sand containers and conveyor belts to customers through PropX. PropX leases to customers through operating leases, where the lessor for tax purposes is considered to be the owner of the equipment during the term of the lease. The lease agreements do not include options for the lessee to purchase the underlying asset at the end of the lease term for either a stated fixed price or fair market value. However, some of the leases contain a termination clause in which the customer can cancel the contract. The leases can be subject to variable lease payments if the customer requests more units than what is agreed upon in the lease. The Company does not record any lease assets or liabilities related to these variable items.

The carrying amount of equipment leased to others, included in property, plant and equipment, under operating leases as of June 30, 2022 and December 31, 2021 were as follows:


($ in thousands)	June 30, 2022		December 31, 2021
Equipment leased to others - at original cost	$	77,337	$	64,770
Less: Accumulated depreciation	(5,601)		(1,377)
Equipment leased to others - net	$	71,736	$	63,393

Future payments receivable for operating leases commenced and committed but not delivered as of June 30, 2022 are as follows:


($ in thousands)
Remainder of 2022	$	5,871
2023	10,429
2024	4,592
2025	1,051
2026	—
Thereafter	—
Total	$	21,943

Revenues from operating leases for the three and six months ended June 30, 2022 were $5.9 million and $11.8 million, respectively. There was no revenue from operating leases for the three and six months ended June 30, 2021.

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LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 7—Accrued Liabilities

Accrued liabilities consist of the following:


($ in thousands)	($ in thousands)	June 30, 2021		December 31, 2020		($ in thousands)	June 30, 2022		December 31, 2021
Accrued vendor invoices	Accrued vendor invoices	$	155,451	$	61,210	Accrued vendor invoices	$	126,319	$	109,903
Operations accruals	Operations accruals	43,427		28,932		Operations accruals	72,521		64,707
Accrued benefits and other	Accrued benefits and other	57,804		28,241		Accrued benefits and other	70,805		60,505
		$	256,682	$	118,383		$	269,645	$	235,115

Note 8—Debt

Debt consists of the following:


		June 30,		December 31,			June 30,		December 31,
($ in thousands)	($ in thousands)	2021		2020		($ in thousands)	2022		2021
Term Loan outstanding	Term Loan outstanding	$	107,341	$	108,215	Term Loan outstanding	$	105,590	$	106,465

Revolving Line of Credit						Revolving Line of Credit	150,000		18,000
Deferred financing costs and original issue discount	Deferred financing costs and original issue discount	(1,745)		(2,440)		Deferred financing costs and original issue discount	(1,640)		(2,013)
Total debt, net of deferred financing costs and original issue discount	Total debt, net of deferred financing costs and original issue discount	$	105,596	$	105,775	Total debt, net of deferred financing costs and original issue discount	$	253,950	$	122,452
Current portion of long-term debt, net of discount	Current portion of long-term debt, net of discount	$	375	$	364	Current portion of long-term debt, net of discount	$	1,013	$	1,007
Long-term debt, net of discount and current portion	Long-term debt, net of discount and current portion	105,221		105,411		Long-term debt, net of discount and current portion	252,937		121,445
		$	105,596	$	105,775
Total debt, net of deferred financing costs and original issue discount						Total debt, net of deferred financing costs and original issue discount	$	253,950	$	122,452

On September 19, 2017, the Company entered into 2 credit agreements, a revolving line of credit up to $250.0 million, subsequently increased to $350.0 million, see below, (the “ABL Facility”) and a $175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”).

Effective July 18, 2022, the Company executed an amendment to the ABL Facility (the “Revolving Credit Agreement Amendment”) to exercise the option to increase the ABL Facility by $75.0 million, to $425.0 million, refer to Note 17—Subsequent Events for more information.

The weighted average interest rate on all borrowings outstanding as of June 30, 2022 and December 31, 2021 was 5.3% and 7.9%, respectively.

ABL Facility

Under the terms of the ABL Facility, up to ~~$250.0~~$350.0 million may be borrowed, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory. As of June 30, ~~2021,~~2022, the borrowing base was calculated to be ~~$247.3~~$350.0 million, and the Company had ~~0 borrowings~~$150.0 million outstanding ~~except for~~in addition to a letter of credit in the amount of ~~$0.8~~$1.4 million, with ~~$246.5~~$198.6 million of remaining availability. Borrowings under the ABL Facility bear interest at LIBOR or a base rate, plus an

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

applicable LIBOR margin of 1.5% to 2% or base rate margin of 0.5% to 1%, as defined in the ABL Facility credit agreement. Additionally, borrowings as of June 30, 2022 incurred interest at a rate of 2.9%. The average monthly unused commitment is subject to an unused commitment fee of 0.375% to 0.5%. Interest and fees are payable in arrears at the end of each month, or, in the case of LIBOR loans, at the end of each interest period. The ABL Facility matures on the earlier of (i) ~~September 19, 2022~~October 22, 2026 and (ii) to the extent the debt under the Term Loan Facility remains outstanding, 90 days prior to the final maturity of the Term Loan Facility, which matures on September 19, ~~2022.~~2024. Borrowings under the ABL Facility are collateralized by accounts receivable and inventory, and further secured by the Company, Liberty LLC, and R/C IV Non-U.S. LOS Corp. ~~(“R/C IV”)~~, a Delaware corporation and a subsidiary of the Company, as parent guarantors.

Term Loan Facility

The Term Loan Facility provides for a $175.0 million term loan, of which ~~$107.3~~$105.6 million remained outstanding as of June 30, ~~2021.~~2022. Amounts outstanding bear interest at LIBOR or a base rate, plus an applicable margin of 7.625% or 6.625%, respectively, and ~~the weighted average on~~ borrowings ~~was 8.6%~~ as of June 30, ~~2021.~~2022 incurred interest at a rate of 8.687%. The Company is required to make quarterly principal payments of 1% per annum of the outstanding principal balance, commencing on December 31, 2017, with final payment due at maturity on September 19, ~~2022.~~2024. The Term Loan Facility is collateralized by the fixed assets of ~~Liberty Oilfield Services LLC (“LOS”)~~LOS and

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LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

its subsidiaries, and is further secured by the Company, Liberty LLC, and R/C IV Non-U.S. LOS Corp., a Delaware corporation and a subsidiary of the Company, as parent guarantors.

The Credit Facilities include certain non-financial covenants, including but not limited to restrictions on incurring additional debt and certain distributions. Moreover, the ability of the Company to incur additional debt and to make distributions is dependent on maintaining a maximum leverage ratio. The Term Loan Facility requires mandatory prepayments upon certain dispositions of property or issuance of other indebtedness, as defined, and annually a percentage of excess cash flow (25% to 50%, depending on leverage ratio, of consolidated net income less capital expenditures and other permitted payments, commencing with the year ending December 31, 2018). Certain mandatory prepayments and optional prepayments are subject to a prepayment premium of 3% of the prepaid principal declining annually to 1% during the first three years of the term of the Term Loan Facility.

The Credit Facilities are not subject to financial covenants unless liquidity, as defined in the respective credit agreements, ~~falls~~drops below a specific level. Under the ABL Facility, the Company is required to maintain a minimum fixed charge coverage ratio, as defined in the credit agreement governing the ABL Facility, of 1.0 to 1.0 for each period if excess availability is less than 10% of the borrowing base or $12.5 million, whichever is greater. Under the Term Loan Facility, the Company is required to maintain a minimum fixed charge coverage ratio, as defined, of 1.2 to 1.0 for each trailing twelve-month period if the Company’s liquidity, as defined, is less than $25.0 million for at least five consecutive business days.

The Company was in compliance with these covenants as of June 30, ~~2021.~~2022.

Maturities of debt are as follows:
($ in thousands)
Remainder of 2021 $ 875
2022 $ 106,466
2023 $ 0
2024 $ 0
2025 $ 0
$ 107,341


($ in thousands)

Remainder of 2022	$	875
2023	$	1,750
2024	$	252,965
2025	$	—
2026	$	—
	$	255,590

Note 9—Fair Value Measurements and Financial Instruments

The fair values of the Company’s assets and liabilities represent the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction aton the reporting date. These fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability aton the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. The Company discloses the fair values of its assets and liabilities according to the quality of valuation inputs under the following hierarchy:

•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.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

The classification of an asset or liability is based on the lowest level of input significant to its fair value. Those that are initially classified as Level 3 are subsequently reported as Level 2 when the fair value derived from unobservable inputs is inconsequential to the overall fair value, or if corroborating market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborating market data is no longer available. Transfers occur at the end of the reporting period. There were no transfers into or out of Levels 1, 2, and 3 during the six months ended June 30, ~~2021~~2022 and ~~2020.~~2021.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, long-term debt, and finance and operating lease obligations. These financial instruments do not require disclosure by level. The carrying values of all of the Company’s financial instruments included in the accompanying unaudited condensed consolidated balance sheets approximated or equaled their fair values aton June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

•The carrying values of cash and cash equivalents, accounts receivable and accounts payable (including accrued liabilities) approximated fair value aton June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, due to their short-term nature.

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LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

•The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value aton June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, as the effective interest rates approximated market rates.

Nonrecurring Measurements

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These ~~assets~~items are not measured at fair value on an ongoing basis but ~~are~~may be subject to fair value adjustments in certain circumstances. These assets and liabilities include those acquired through the ~~OneStim~~PropX Acquisition, which are required to be measured at fair value on the acquisition date in accordance with ASC Topic ~~805.~~805. See Note 3—The ~~OneStim~~PropX Acquisition.

~~Other~~As of June 30, 2022, the Company recorded $2.0 million of land and $6.0 million of buildings of 1 property that met the held for sale criteria, to assets ~~measured~~held for sale at a total fair value ~~on a nonrecurring basis consist~~ of ~~a note receivable from the Affiliate, as defined~~$5.7 million, which are included in prepaid and ~~described in Note 14—Related Party Transactions. The note was initially recorded for the trade receivables, created~~other current assets in the normal course of business, due from the Affiliate as of the Agreement Date, as defined in Note 14—Related Party Transactions. There were no identified events or changes in circumstances that had a significant adverse effect onaccompanying unaudited condensed consolidated balance sheet. The Company estimated the fair value of the ~~notes receivable. These notes are classified as~~property based on a purchase and sale agreement for one property, which is a Level 3 ~~in the fair value hierarchy as the inputs to the determination of fair value are based upon unobservable inputs.~~ ~~The note was paid in full in January 2020.~~ input.

Recurring Measurements

The fair values of the Company’s cash equivalents measured on a recurring basis pursuant to ASC 820-10 Fair Value Measurements and Disclosures are carried at estimated fair value. Cash equivalents consist of money market accounts which the Company has classified as Level 1 given the active market for these accounts. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had cash equivalents, measured at fair value, of $0.3 million and ~~$21.3~~$0.3 million, respectively.

Nonfinancial assets

The Company estimates fair value to perform impairment tests as required on long-lived assets. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and would generally be classified within Level 3 in the event that such assets were required to be measured and recorded at fair value within the unaudited condensed consolidated financial statements. ~~Although a triggering event occurred during the six months ended June 30, 2020 (see Note 5—Property and Equipment), no~~No such measurements were required as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021 as no triggering event was identified.

Credit Risk

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables.

The Company’s cash and cash equivalent balances on deposit with financial institutions total $~~30.7~~41.5 million and ~~$69.0~~$20.0 million as of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which exceeded FDIC insured limits. The Company regularly monitors these institutions’ financial condition.

The majority of the Company’s customers have payment terms of 45 days or less.

As of June 30, ~~2021~~2022 no customers accounted for more than 10% of total consolidated accounts receivable and unbilled revenue. As of December 31, ~~2020,~~2021, customer A accounted for 12% of total consolidated accounts receivable and unbilled revenue. During the three and six months ended June 30, 2022, customer A accounted for 10% of consolidated revenues. During the three and six months ended June 30, 2021, ~~and June 30, 2020, customer A, customer B, customer C, customer D, customer E, and customer F~~no customers accounted for ~~the following percentages of the Company’s~~more than 10% of consolidated ~~accounts receivable and unbilled revenue and consolidated revenues, respectively:~~

revenues.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Portion of total of consolidated accounts receivable and unbilled revenue as of Portion of consolidated revenues for the three months ended June 30, Portion of consolidated revenues for the six months ended June 30,
June 30, 2021 December 31, 2020 2021 2020 2021 2020
Customer A 0 % 11 % 0 % 0 % 0 % 0 %
Customer B 0 % 11 % 0 % 0 % 0 % 0 %
Customer C 0 % 0 % 0 % 14 % 0 % 15 %
Customer D 0 % 0 % 0 % 14 % 0 % 0 %
Customer E 0 % 0 % 0 % 13 % 0 % 0 %
Customer F 0 % 0 % 0 % 12 % 0 % 0 %

The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers.

As of June 30, 2022 and December 31, 2021, the Company had ~~$1.5~~$0.9 million in allowance for credit ~~losses. Subsequent to the adoption of~~ ~~ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on January 1, 2020, the Company recognized a $4.9 million allowance for credit~~ losses ~~to the Company’s accounts receivables in consideration of both historic collection experience and the expected impact of deteriorating economic conditions for the oil and gas industry~~ as ~~of such date.~~follows:

The Company applied historic loss factors to its receivable portfolio segments that were not expected to be further impacted by current economic developments, and an additional economic conditions factor to portfolio segments anticipated to experience greater losses in the current economic environment. While the Company has not experienced significant credit losses in the past and has not yet seen material changes to the payment patterns of its customers, the Company cannot predict with any certainty the degree to which the impacts of COVID-19, including the potential impact of periodically adjusted borrowing base limits, level of hedged production, or unforeseen well shut-ins may affect the ability of its customers to timely pay receivables when due. Accordingly, in future periods, the Company may revise its estimates of expected credit losses.


($ in thousands)
Allowance for credit losses at December 31, ~~2020~~2021	$	~~773~~884
Credit Losses:
Current period provision	~~745~~—
Amounts written off ~~net of recoveries~~	0—
Allowance for credit losses at June 30, ~~2021~~2022	$	~~1,518~~884

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 10—Equity

Restricted Stock Units

Restricted stock units (“RSUs”) granted pursuant to the Long Term Incentive Plan (“LTIP”), if they vest, will be settled in shares of the Company’s Class A Common Stock. RSUs were granted with vesting terms up to five years. Changes in non-vested RSUs outstanding under the LTIP during the six months ended June 30, ~~2021~~2022 were as follows:


		Number of Units	Weighted Average Grant Date Fair Value per Unit			Number of Units	Weighted Average Grant Date Fair Value per Unit
Non-vested as of December 31, 2020		2,183,034	$	10.90
Non-vested as of December 31, 2021					Non-vested as of December 31, 2021	2,741,061	$	11.04
Granted	Granted	589,657	12.65		Granted	681,960	12.51
Vested	Vested	(959,356)	12.47		Vested	(1,348,449)	11.00
Forfeited	Forfeited	(25,688)	8.14		Forfeited	(65,357)	9.85
Outstanding at June 30, 2021		1,787,647	$	10.67
Outstanding at June 30, 2022					Outstanding at June 30, 2022	2,009,215	$	11.60

Performance Restricted Stock Units

Performance restricted stock units (“PSUs”) granted pursuant to the LTIP, if they vest, will be settled in shares of the Company’s Class A Common Stock. PSUs were granted with a three year cliff vesting schedule, subject to a performance target compared to an index of competitors’ results over the three year period as designated in the award. The Company records compensation expense based on the Company’s best estimate of the number of PSUs that will vest at the end of the performance period. If such performance targets are not met, or are not expected to be met, no compensation expense is recognized and any recognized compensation expense is reversed. Changes in non-vested PSUs outstanding under the LTIP during the six months ended June 30, ~~2021~~2022 were as follows:


		Number of Units	Weighted Average Grant Date Fair Value per Unit			Number of Units	Weighted Average Grant Date Fair Value per Unit
Non-vested as of December 31, 2020		722,225	$	12.04
Non-vested as of December 31, 2021					Non-vested as of December 31, 2021	1,306,945	$	12.45
Granted	Granted	584,720	12.95		Granted	412,920	12.47
Vested	Vested	0	0		Vested	(329,277)	14.93
Forfeited	Forfeited	0	0		Forfeited	—	—
Outstanding at June 30, 2021		1,306,945	$	12.45
Outstanding at June 30, 2022					Outstanding at June 30, 2022	1,390,588	$	11.87

~~Stock based~~Stock-based compensation is included in cost of services and general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations. The Company recognized stock based compensation expense of $~~5.9~~4.2 million and $11.0 million for the three and six months ended June 30, 2022, respectively. The Company recognized stock based compensation of $5.9 million and $10.8 million for the three and six months ended June 30, 2021, respectively. ~~The Company recognized stock based compensation of $4.3 million and $8.4 million for the three and six months ended June 30, 2020, respectively.~~ There was approximately $~~25.3~~27.7 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of June 30, ~~2021.~~2022. The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of two years.

Dividends

On April 2, 2020, the Company suspended future quarterly dividends until business conditions warrant reinstatement.

~~The Company paid cash~~ As of June 30, 2022 dividends of $0.05 per share of Class A Common Stock on March 20, 2020 to stockholders of record as of March 6, 2020. Liberty LLC paid a distribution of $5.6 million, or $0.05 per Liberty LLC Unit, to all holders of Liberty LLC Units as of March 6, 2020, $4.1 million of which was paid tohave not been reinstated by the Company. ~~The Company used the proceeds~~

As of ~~the distribution to pay the dividend to all holders of shares of Class A Common Stock as of March 6, 2020, which totaled $4.1 million. Additionally,~~June 30, 2022 and December 31, 2021, the Company ~~accrued~~had $0.1 million and $0.2 million of dividends payable related to ~~restricted stock and~~ RSUs to be paid upon ~~vesting.~~vesting, respectively. Dividends related to forfeited ~~restricted stock and~~ RSUs will be forfeited.

~~Share Repurchase Program~~

On September 10, 2018 the Company’s board of directors authorized a share repurchase plan to repurchase up to $100.0 million of the Company’s Class A Common Stock through September 30, 2019. On January 22, 2019, the Company’s board of directors authorized an additional $100.0 million under the share repurchase plan through January 31, 2021.

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~During the~~ ~~six~~ ~~months ended June 30, 2021 and~~ ~~June 30, 2020, 0 shares were repurchased under the share repurchase program.~~

~~As of June 30, 2021, 0 amounts remained authorized for future repurchases of Class A Common Stock under the share repurchase program.~~

Note 11—Net ~~Loss~~Income (Loss) per Share

Basic net ~~loss~~income (loss) per share measures the performance of an entity over the reporting period. Diluted net ~~loss~~income (loss) per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The Company uses the “if-converted” method to determine the potential dilutive effect of its Class B Common Stock and the treasury stock method to determine the potential dilutive effect of outstanding restricted stock and ~~restricted stock units.~~RSUs.

The following table reflects the allocation of net ~~loss~~income (loss) to common stockholders and net loss per share computations for the periods indicated based on a weighted average number of common stock outstanding:


		Three Months Ended				Six Months Ended					Three Months Ended				Six Months Ended
(In thousands)	(In thousands)	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020		(In thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Basic Net Loss Per Share
Basic Net Income (Loss) Per Share										Basic Net Income (Loss) Per Share
Numerator:	Numerator:									Numerator:
Net loss attributable to Liberty Oilfield Services Inc. stockholders		$	(50,560)	$	(45,771)	$	(84,765)	$	(44,051)
Net income (loss) attributable to Liberty Energy Inc. stockholders										Net income (loss) attributable to Liberty Energy Inc. stockholders	$	105,156	$	(50,560)	$	99,780	$	(84,765)
Denominator:	Denominator:									Denominator:
Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	172,523		83,292		167,891		82,472		Basic weighted average common shares outstanding	186,719		172,523		185,367		167,891
Basic net loss per share attributable to Liberty Oilfield Services Inc. stockholders		$	(0.29)	$	(0.55)	$	(0.50)	$	(0.53)
Diluted Net Loss Per Share
Basic net income (loss) per share attributable to Liberty Energy Inc. stockholders										Basic net income (loss) per share attributable to Liberty Energy Inc. stockholders	$	0.56	$	(0.29)	$	0.54	$	(0.50)
Diluted Net Income (Loss) Per Share										Diluted Net Income (Loss) Per Share
Numerator:	Numerator:									Numerator:
Net loss attributable to Liberty Oilfield Services Inc. stockholders		$	(50,560)	$	(45,771)	$	(84,765)	$	(44,051)
Net income (loss) attributable to Liberty Energy Inc. stockholders										Net income (loss) attributable to Liberty Energy Inc. stockholders	$	105,156	$	(50,560)	$	99,780	$	(84,765)
Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock	Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock	0		0		0		0		Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock	183		—		79		—
Diluted net loss attributable to Liberty Oilfield Services Inc. stockholders		$	(50,560)	$	(45,771)	$	(84,765)	$	(44,051)
Diluted net income (loss) attributable to Liberty Energy Inc. stockholders										Diluted net income (loss) attributable to Liberty Energy Inc. stockholders	$	105,339	$	(50,560)	$	99,859	$	(84,765)
Denominator:	Denominator:									Denominator:
Basic weighted average shares outstanding	Basic weighted average shares outstanding	172,523		83,292		167,891		82,472		Basic weighted average shares outstanding	186,719		172,523		185,367		167,891
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Restricted stock units	Restricted stock units	0		0		0		0		Restricted stock units	3,396		—		4,049		—
Class B Common Stock	Class B Common Stock	0		0		0		0		Class B Common Stock	326		—		1,207		—
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	172,523		83,292		167,891		82,472		Diluted weighted average shares outstanding	190,441		172,523		190,623		167,891
Diluted net loss per share attributable to Liberty Oilfield Services Inc. stockholders		$	(0.29)	$	(0.55)	$	(0.50)	$	(0.53)
Diluted net income (loss) per share attributable to Liberty Energy Inc. stockholders										Diluted net income (loss) per share attributable to Liberty Energy Inc. stockholders	$	0.55	$	(0.29)	$	0.52	$	(0.50)

In accordance with GAAP, diluted weighted average common shares ~~outstanding for the three and six months ended June 30, 2021 exclude 7,641 and 11,963, respectively,~~presented above do not include certain weighted average shares of Class B Common Stock ~~4,107~~ and ~~3,700, respectively, weighted average shares of~~ restricted stock units. Additionally, diluted weighted average common shares outstanding for the three and six months ended June 30, 2020 exclude 29,392 and 30,015, respectively, weighted average shares of Class B Common Stock, 246 and 257, respectively, weighted average shares of restricted stock, and 1,914 and 2,124, respectively, weighted average shares of restricted stock units.units, because to do so would have had an antidilutive effect, as follows:


	Three Months Ended		Six Months Ended
(In thousands)	June 30, 2022	June 30, 2021	June 30, 2022	June 30, 2021
Weighted average shares of Class B Common Stock	7	7,641	—	11,963
Weighted average shares of restricted stock units	—	4,107	—	3,700

Note 12—Income Taxes

The Company is a corporation and is subject to ~~U.S.~~taxation in the United States, Canada and various state, local and provincial jurisdictions. Liberty LLC is treated as a partnership, and its income is passed through to its owners for income tax purposes. Liberty LLC’s members, including the Company, are liable for federal, state and local income ~~tax~~taxes based on ~~its~~their share of Liberty LLC’s pass-through taxable income. ~~Beginning in January 2021, as a result of the OneStim Acquisition (see Note 3), the Company is also subject to~~

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

~~Canada federal and provincial~~The Company may distribute cash from foreign subsidiaries to its U.S. parent as business needs arise. The Company has not provided for deferred income ~~tax~~taxes on ~~its~~the undistributed earnings from certain foreign ~~operations. Undistributed~~subsidiaries earnings, ~~of foreign subsidiaries~~as such are considered to be indefinitely ~~reinvested, and no taxes have been accrued on these earnings.~~reinvested. If such earnings were to be distributed, any income and/or withholding tax would not be significant.

The effective global ~~combined~~ income tax rate applicable to the Company for the six months ended June 30, ~~2021~~2022 was ~~(10.5)%~~1.1%, ~~expense,~~ compared to ~~14.9%~~(10.5)%, ~~benefit,~~ for the period ended June 30, ~~2020. During~~2021. The Company’s effective tax rate is less than the ~~six months ended June 30, 2021,~~statutory federal income tax rate of 21.0% due to the ~~Company recorded a~~Company’s full valuation allowance on its U.S. net deferred tax assets ~~as of December 31, 2020, as~~while calculating income tax expense on Canada operations that are not subject to a result of entering into a three year cumulative pre-tax book loss position, primarily due to COVID-19 related losses, resulting in the Company’s effective tax rate for the quarter and year to date periods of 2021 being significantly less than the statutory federal tax rate of 21%.valuation allowance. The Company’s effective tax rate is also less than the statutory ~~federal tax~~ rate because of ~~foreign operations and~~ the non-controlling interest’s share of Liberty LLC’s pass-through results offor federal, state and local income tax reporting, upon which no taxes are payable by the Company. The Company recognized an income tax expense of $0.2 million and $1.1 million during the three and six months ended June 30, 2022, respectively. The Company recognized an income tax expense of $16.0 million and $8.6 million during the three and six months ended June 30, 2021, ~~respectively. The Company recognized an income~~respectively, which included the impact of the initial recording of a valuation allowance on a portion of the Company’s deferred tax ~~benefit of $11.4 million and $11.1 million during the three and six months ended June 30, 2020, respectively.~~assets.

Per the Coronavirus Aid, Relief and Economic Security (“CARES”) Act enacted on March 27, 2020, net operating losses (“NOL”) incurred in ~~2018,~~ 2019 and 2020 may be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. ~~In the period ended June 30, 2021, the~~The Company has applied for and expects to receive a NOL carryback refund to recover $5.5 million of cash taxes paid by the Company in 2018. This amount has been reflected as a receivable in ~~the~~ prepaids and other current assets line item in the accompanying unaudited condensed consolidated balance sheets. The remaining deferred tax asset for net operating losses available for carryforward are presented net of the Company’s valuation allowance.

The Company recognized a ~~net~~ deferred tax ~~asset~~liability in the amount of ~~$5.4~~$0.6 million as of June 30, 2022 and December 31, ~~2020.~~2021. The Company also recognized a deferred tax asset related to foreign jurisdictions in the amount of $0.3 million and $0.6 million as of June 30, 2022 and December 31, 2021, respectively. Deferred ~~tax~~ income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. ~~A valuation allowance is provided for the deferred tax assets that, based on available evidence, are not expected to be realized.~~

The Company evaluated its deferred tax assets as of June 30, ~~2021~~2022 and considered both positive and negative evidence in applying the guidance of ASC 740 Income Taxes (“ASC 740”) related to the realizability of its deferred tax assets. InConsistent with the prior quarter, in accordance with ASC 740, the objective negative evidence of ~~entering into~~remaining in a three year cumulative pre-tax book loss position, primarily due to COVID-19 related losses, ~~prevented~~outweighed the consideration of the Company’s subjective positive evidence of expected future profitability in evaluating the realizability of its deferred tax assets. As a result, during the three and six months ended June 30, 2021, the Company recorded a valuation allowance against its U.S. net deferred tax assets as of December 31, 2020, reversed the U.S. tax benefit recorded during the three months ended March 31, 2021, and did not record a U.S. tax benefit of pre-tax net losses during the three months ended June 30, 2021. In addition, the Company reversed through equity the impact of exchange transactions that had occurred during the three months ended March 31, 20201 and did not record any deferred tax assets for exchange transactions that occurred during the three months ended June 30, 2021.

Tax Receivable Agreements

In connection with the IPO, on January 17, 2018, the Company entered into 2 Tax Receivable Agreements (the “TRAs”) with R/C Energy IV Direct Partnership, L.P. and the then existing owners that continued to own Liberty LLC Units (each such person and any permitted transferee, a “TRA Holder” and together, the “TRA Holders”). The TRAs generally provide for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result, as applicable to each TRA Holder, of (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Liberty LLC Units in connection with the IPO or pursuant to the exercise of redemption or call rights, (ii) any net operating losses available to the Company as a result of the Corporate Reorganization, and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRAs.

During the six months ended June 30, ~~2020, redemptions~~2022, exchanges of Liberty LLC Units and shares of Class B Common Stock initially resulted in a net increase of $6.5 million in deferred tax assets, and an increase of ~~$2.6~~$5.5 million in amounts payable under the TRAs, ~~and a net increase of $3.0 million in deferred tax assets,~~ all of which ~~were~~are subject to the valuation allowance and remeasurement of TRA liability discussed below, and which are recorded through equity.

~~As of~~ The Company did not make any TRA payments for the six months ended June 30, ~~2021~~2022.

At June 30, 2022 and December 31, ~~2020,~~2021, the Company’s liability under the TRAs was ~~$53.3~~$41.9 million and ~~$56.6~~$37.6 million, respectively, all of which is presented as a component of long-term ~~liabilities. In relation to~~liabilities, and the related deferred tax asset totaled $97.8 million and $91.3 million, respectively, of which a valuation allowance ~~described above,~~on the net deferred tax asset has been recorded. The Company also remeasured the liability under the TRAs as of June 30, ~~2021~~2022 and recorded a ~~gain~~loss on ~~the~~ remeasurement of liabilities subject to the TRAs ~~of $3.3 million as part of continuing operations during~~for the ~~three and~~ six months ended June 30, ~~2021.~~2022 of $4.3 million recorded as part of continuing operations. The

1817

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

increase in the liability under the TRA is primarily driven by current additions of property and equipment and amortization of expected tax benefits that are subject to the valuation allowance, which are expected to be realized in the foreseeable future.

Note 13—Defined Contribution Plan

The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company has historically made matching contributions at a rate of $1.00 for each $1.00 of employee contribution, subject to a cap of 6% of the employee’s salary and federal limits. However, on April 1, 2020, in connection with other cost savings measures undertaken in response to declining demand for frac services as a result of the impacts of the COVID-19 pandemic, the Company suspended its matching contribution. Effective January 1, 2021 the Company restored its 6% matching contribution. Contributions made by the Company were ~~$4.1~~$6.0 million and $0$4.1 million for the three months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$7.9~~$12.1 million and ~~$4.2~~$7.9 million for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

Note 14—Related Party Transactions

OneStim Acquisition and Related Transaction

On August 31, 2020 the Company acquired certain assets and liabilities of Schlumberger Technology Corporation (“Schlumberger”) and Schlumberger Canada Limited OneStim® business (“OneStim”), which provides hydraulic fracturing pressure pumping services in onshore United States and Canada (the “OneStim Acquisition”). As of June 30, ~~2021~~2022 Schlumberger owned ~~66,326,134~~23,069,461 shares of Class A Common Stock of the Company, or approximately ~~37.0%~~12.3% of the issued and outstanding ~~common stock~~shares of ~~the Company, including Class A Common Stock and Class B~~ Common Stock. Under the Transaction Agreement, to the extent the net working capital, as defined in the Transaction Agreement, of the Transferred Business is less than $54.6 million, the difference shall be payable in cash to the Company. Additionally, the Company and Schlumberger agreed to an $8.0 million true-up payment related to the estimated costs to bring certain assets to full working condition, which was collected during the three months ended March 31, 2021. As of June 30, 2021 and December 31, 2020, the Company recorded an estimated receivable from Schlumberger of $16.7 million and $24.7 million related to these true-up payments, respectively. Additionally, inIn conjunction with closing the OneStim Acquisition, the Company entered into a transition services agreement with Schlumberger under which Schlumberger provides certain administrative transition services until the Company fully integrates the acquired business. ~~During the three and six months ended June 30, 2021, the~~The Company incurred $0.5 million and $5.7 million, ~~respectively,~~ of fees payable to Schlumberger for such transaction services ~~and expects any expenses incurred after June 30, 2021 to be immaterial.~~

~~During~~during the three and six months ended June 30, 2021. No fees were incurred during the three and six months ended June 30, 2022.

During 2021, a subsidiary of the Company and Schlumberger entered into a property swap agreement under which the Company exchanged with Schlumberger a property acquired in the OneStim Acquisition and $4.9 million in cash for a separate property that the Company will ~~utilized~~utilize with its existing operations. The Company did not recognize any gain or loss on the transaction.

Following the OneStim Acquisition, in the normal course of business, the Company purchases chemicals, proppant and other equipment and maintenance parts from Schlumberger and its subsidiaries. During the three and six months ended June 30, 2022, total purchases from Schlumberger were approximately $4.5 million and $8.1 million, respectively. During the three and six months ended June 30, 2021, total purchases from Schlumberger were approximately $8.8 million and $19.9 million, ~~respectively, and as~~respectively. As of June 30, 2022 amounts due to Schlumberger were $1.8 million and $0.4 million included in accounts payable and accrued liabilities, respectively. As of December 31, 2021 amounts due to Schlumberger were ~~$3.9~~$2.7 million and ~~$7.1~~$1.1 million, included in accounts payable and accrued liabilities, respectively, in the unaudited condensed consolidated balance sheet.

~~One~~Franklin Mountain Energy, LLC

Effective on June 7,15, 2021, R/C Energy IV Direct Partnership, L.P., a Delaware limited partnership (“R/C Direct”) and R/C Liberty entered into an underwriting agreement, dated as of June 7, 2021, by and amount the Company, Liberty LLC, R/C Direct, R/C Liberty and Morgan Stanley & Co. LLC, pursuant to which R/C Direct sold 3,707,187 shares of Class A Common Stock and R/C Liberty sold 8,592,809 shares of Class A Common Stock, at a price of $15.20 per share,Audrey Robertson was appointed to the ~~underwriter (the “Sale”). In connection with the Sale, 6,918,142 shares~~board of Class B Common Stock held by R/C Liberty were redeemed by the Company for an equal amount of Class A Common Stock. On June 10, 2021, the Sale closed. Following the Sale, R/C Direct and R/C Liberty no longer hold any Class A Common Stock or Class B Common Stock and are no longer considered related partiesdirectors of the Company.

~~Prior to~~ Ms. Robertson serves as the ~~Sale, during~~Chief Financial Officer of Franklin Mountain Energy, LLC (“Franklin Mountain”). During the three ~~months ended March 31, 2021, R/C IV Liberty Holdings, L.P. (“R/C Liberty”) exercised its redemption right~~ and redeemed 10,269,457 shares of Class B Common Stock resulting in an increase in tax basis, as described under “Tax Receivable Agreements” in Note—12 Income Taxes, which was subsequently offset by an increase in valuation allowance during the threesix months ended June 30, ~~2021. During~~2022 the ~~year ended~~Company performed hydraulic fracturing services for Franklin Mountain in the amount of $1.2 million or 0.1% and $23.5 million or 1.4% of the Company’s revenues for such periods, respectively. Amounts included in unbilled revenue from Franklin Mountain as of June 30, 2022 and December 31, ~~2020, R/C Liberty exercised its redemption right~~2021 were $1.2 million and ~~redeemed 4,016,965 shares~~$0.0 million, respectively. Receivables from Franklin Mountain as of ~~Class B Common Stock resulting in the recognition of $6.1 million in amounts payable under the TRAs. As of~~June 30, 2022 and December 31, ~~2020, the Company~~’~~s liabilities under the TRAs payable to R/C~~ 2021 were $0.0 million.

Liberty ~~and R/C IV were $27.2 million, included in the payable pursuant to tax receivable agreements in the accompanying unaudited condensed consolidated balance sheets.~~Resources LLC

Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) has certain common ownership and management with the Company. The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for the three months ended June 30, 2022 and 2021 was $0.0 million and ~~2020 was~~ $0 ~~and $0,~~$0.0 million, respectively, and ~~$1.2~~$0.0 million and $0$1.2 million for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively.

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

As of June 30, ~~2021~~2022 and December 31, ~~2020, $0 and $0, respectively, of the Company’s~~2021, there were no outstanding accounts ~~receivable—related party was~~receivable with the Affiliate. On June 24, 2019 (the “Agreement Date”), the Company entered into an agreement with the Affiliate to amend payment terms for outstanding invoices due as of the Agreement Date to be due on July 31, 2020. On September 30, 2019, the agreement was amended to extend the due date for remaining amounts outstanding to October 31, 2020. Amounts outstanding from the Affiliate as of the Agreement Date were $15.6 million. The amount outstanding, including all accrued interest, was paid in full in January 2020. As of June 30, 2021 and December 31, 2020, no amounts were outstanding under the amended payment terms from the Affiliate. During the three and six months ended June 30, 2020, interest income from the Affiliate was $0 and $0.2 million, respectively, and accrued interest as of June 30, 2021 and December 31, 2020 was $0. Receivables earned for services performed after the Agreement Date continue to be subject to normal 30-day payment terms, provided that any amount unpaid after 60 days will be subject to 13% interest.

PropX Acquisition

During 2016, Liberty Holdings entered into a future commitment to invest and become a non-controlling minority member in ~~Proppant Express Investments, LLC (“~~PropX, ~~Investments”),~~ the ~~owner of Proppant Express Solutions, LLC (“PropX”), a~~ provider of proppant logistics equipment. LOS was party to a services agreement (the “PropX Services Agreement”) whereby LOS was to provide certain administrative support functions to PropX, and LOS was to purchase and lease proppant logistics equipment from PropX. The PropX Services Agreement was terminated on May 29, 2018, however,Effective October 26, 2021, the Company ~~continues~~completed the purchase of all membership interest in PropX, refer to ~~purchase and lease~~Note 3—PropX Acquisition for further discussion of the transaction.

Table of Contents

LIBERTY ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Prior to the PropX Acquisition the Company leased equipment from PropX, ~~under certain lease agreements. For~~during the three and six months ended June 30, 2021, ~~and 2020,~~ the Company leased proppant logistics equipment for $2.1 million and ~~$1.9~~$4.1 million, respectively. ~~During the six months ended June 30, 2020~~

R/C IV Liberty Big Box Holdings, L.P., a Riverstone Holdings LLC (“Riverstone”) fund and ~~2019,~~a former significant stockholder of the Company, ~~leased proppant logistics equipment for $4.1 million~~held a greater than 10% equity interest in PropX. Christopher Wright, the Chief Executive Officer, Michael Stock, the Chief Financial Officer and ~~$4.5 million, respectively. Payables~~Ron Gusek, the President of the Company, held a less than 5% equity interest in PropX through Big Box Proppant Investments LLC. Cary Steinbeck, a director of the Company, served on the PropX board of the directors and held a less than 5% indirect equity interest in PropX. In addition, Brett Staffieri, a Riverstone appointed director, served on the board of the directors of the Company until June 15, 2021 and on the PropX board of directors until the acquisition date. The PropX Acquisition was reviewed and approved by the disinterested members of the Board and pursuant to ~~PropX~~the Company’s related party transactions policy.

Secondary Offering by Selling Stockholder

On April 29, 2022, the Company, Liberty LLC, Schlumberger, and BofA Securities, Inc. and J.P. Morgan Securities LLC (together, the “Underwriters”), entered into an underwriting agreement, dated as of ~~June 30, 2021 and December 31, 2020 were $2.6 million and $1.5 million, respectively.~~April 29, 2022, pursuant to which Schlumberger sold 14,500,000 shares of Class A Common Stock at a price of $15.50 per share to the Underwriters (the “Sale”). The Sale closed on May 3, 2022. Following the Sale, Schlumberger held 35,101,961 shares of Class A Common Stock. The Company did not receive any proceeds from the Sale.

Note 15—Commitments & Contingencies

Purchase Commitments (tons and gallons are not in thousands)

The Company enters into purchase and supply agreements to secure supply and pricing of proppants and chemicals. As of June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the agreements ~~provide pricing and committed supply sources for~~commit the Company to purchase ~~703,634~~1,212,478 and ~~1,580,750~~89,317 tons, respectively, of proppant through ~~June 30, 2022.~~March 31, 2024. Amounts ~~above~~below also include commitments to pay for transport fees on minimum amounts of proppants. Additionally, related proppant transload service commitments extend into 2023.

Future proppant, transload, equipment and mancamp commitments are as follows:


($ in thousands)	($ in thousands)			($ in thousands)
Remainder of 2021		$	29,681
2022		16,678
Remainder of 2022				Remainder of 2022	$	27,365
2023	2023	2,125		2023	18,205
2024	2024	0		2024	4,200
2025	2025	0		2025	—
2026				2026	—
Thereafter	Thereafter	0		Thereafter	—
		$	48,484		$	49,770

Certain supply agreements contain a clause whereby in the event that the Company fails to purchase minimum volumes, as defined in the agreement, during a specific time period, a shortfall fee may apply. In circumstances where the Company does not make the minimum ~~purchases~~purchase required under the contract, the Company and its suppliers have a history of amending such minimum purchase contractual terms and in rare cases does the Company incur ~~such~~ shortfall fees. If the Company were unable to make any of the minimum purchases and the Company and its suppliers cannot come to an agreement to avoid such fees, the Company could incur shortfall fees in the amounts of ~~$16.6~~$6.8 million, ~~$16.7~~$5.8 million, ~~$2.1~~and $0.7 million for the remainder of ~~2021~~2022 and the years ended ~~2022~~2023 and ~~2023,~~2024, respectively. Based on forecasted levels of activity, the Company does not currently expect to incur significant shortfall fees.

Included in the commitments for the remainder of ~~2021~~2022 are ~~$9.6~~$8.5 million of payments expected to be made to Schlumberger, in conjunction with ~~the transition services~~a permissive use agreement provided by Schlumberger, in the third quarter of ~~2021~~2022 for the use of certain light duty trucks, heavy tractors and field equipment used to various degrees in OneStim’s frac and wireline operations. The Company is in negotiations with the third party owner of such equipment to lease or purchase some or all of ~~such~~

2019

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

such aforementioned vehicles and equipment, subject to agreement on terms and conditions. No gain or loss is expected upon consummation of any such agreement.

Litigation

~~Securities Class Actions~~

On March 11, 2020, Marshall Cobb, on behalf of himself and all other persons similarly situated, filed a putative class action lawsuit in the state District Court of Denver County, Colorado against the Company and certain officers and board members of the Company along with other defendants in connection with the IPO (the “Cobb Complaint”). The Cobb Complaint alleges that the Company and certain officers and board members of the Company violated Section 11 of the Securities Act of 1933 by virtue of inaccurate or misleading statements allegedly contained in the registration statement filed in connection with the IPO and requests unspecified damages and costs. The Cobb Plaintiffs also allege control person liability claims under Section 15 of the Securities Act of 1933 against certain officers and board members of the Company and other defendants.

On April 3, 2020, Marc Joseph, on behalf of himself and all other persons similarly situated, filed a putative class action lawsuit in the United States District Court in Denver, Colorado against the Company and certain officers and board members of the Company along with other defendants in connection with the IPO and requests unspecified damages and costs (the “Joseph Complaint,” and collectively with the Cobb Complaint, the “Securities Lawsuits”). The Joseph Complaint, which is based on similar factual allegations made in the Cobb Complaint, alleges that the defendants violated Sections 11 and 12(a)(2) of the Securities Act of 1933 by virtue of inaccurate or misleading statements allegedly contained in the registration statement and prospectus filed in connection with the IPO. The Joseph Complaint also alleges control person liability claims under Section 15 of the Securities Act of 1933 against certain officers and board members of the Company and other defendants.

~~The Company has hired counsel and plans to vigorously defend against the allegations in the Securities Lawsuits.~~

~~Other Litigation~~

~~In addition to the matters described above, from~~From time to time, the Company is subject to legal and administrative proceedings, settlements, investigations, claims and actions. The Company’s assessment of the likely outcome of litigation matters is based on its judgment of a number of factors including experience with similar matters, past history, precedents, relevant financial and other evidence and facts specific to the matter. Notwithstanding the uncertainty as to the final outcome, based upon the information currently available, management does not believe any matters ~~including those listed above,~~ in aggregate will have a material adverse effect on its financial position or results of operations.

~~The Company cannot predict the ultimate outcome or duration of any lawsuit described in this report.~~

~~Table of Contents~~

~~LIBERTY OILFIELD SERVICES INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

Note 16—Selected Quarterly Financial Data

The following tables summarizes consolidated changes in equity for the three months ended June 30, ~~2021~~2022 and ~~2020:~~2021:
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 Accumulated Deficit Accumulated Other Comprehensive Income
Total Stockholders’ equity
Noncontrolling Interest Total Equity
Balance—March 31, 2021 169,259 10,281 $ 1,692 $ 103 $ 1,212,354 $ (10,915) $ 1,318 $ 1,204,552 $ 73,183 $ 1,277,735
Exchanges of Class B Common Stock for Class A Common Stock 8,421 (8,421) 84 (84) 59,451 — — 59,451 (59,451) 0
Offering Costs — — — — (6) — — (6) 0 (6)
Recognition of valuation allowance on deferred tax asset, net of liability under tax receivable agreement — — — — (435) — — (435) 0 (435)
Other distributions and advance payments to non-controlling interest unitholders — — — — 0 — — 0 824 824
Stock based compensation expense 5,619 — — 5,619 280 5,899
RSU Vesting 630 — 7 (2,952) — — (2,945) (454) (3,399)
Currency translation adjustment — — — — — — 1,136 1,136 152 1,288
Net loss — — — — — (50,560) — (50,560) (1,912) (52,472)
Balance—June 30, 2021 178,310 1,860 $ 1,783 $ 19 $ 1,274,031 $ (61,475) $ 2,454 $ 1,216,812 $ 12,622 $ 1,229,434

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 Accumulated Other Comprehensive Income
Total Stockholders’ equity
Noncontrolling Interest Total Equity
Balance—March 31, 2020 81,920 30,639 $ 819 $ 307 $ 413,664 $ 140,581 $ 0 $ 555,371 $ 226,082 $ 781,453
Exchange of Class B Common Stock for Class A Common Stock 2,558 (2,558) 26 (26) 18,201 — — 18,201 (18,201) 0
Effect of exchange on deferred tax asset, net of liability under tax receivable agreement — — — — 454 — — 454 — 454
Other distributions and advance payments to non-controlling interest unitholders — — — — (1) — — (1) — (1)
Stock based compensation expense — — — — 3,171 — — 3,171 1,112 4,283
Restricted stock and RSU forfeitures (4) — (1) — (9) 7 — (3) 9 6
RSU vesting 379 — 4 — 405 — — 409 (812) (403)
Net loss — — — — — (45,771) — (45,771) (20,064) (65,835)
Balance—June 30, 2020 84,853 28,081 $ 848 $ 281 $ 435,885 $ 94,817 $ 0 $ 531,831 $ 188,126 $ 719,957


	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		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ equity		Noncontrolling Interest		Total Equity
Balance—March 31, 2022	185,761	340	$	1,858	$	3	$	1,389,987	$	(161,330)	$	743	$	1,231,261	$	2,405	$	1,233,666
Exchanges of Class B Common Stock for Class A Common Stock	14	(14)	—		—		130		—		—		130		(130)		—
Offering Costs	—	—	—		—		(502)		—		—		(502)		—		(502)






Other distributions and advance payments to non-controlling interest unitholders	—	—	—		—		—		—		—		—		—		—
Stock based compensation expense							4,194		—		—		4,194		7		4,201
Tax withheld on vesting of restricted stock units	—	—	—		—		(9,676)		—		—		(9,676)				(9,676)

Vesting of restricted stock units	1,084	—	11				1		—		—		12		(12)		—
Currency translation adjustment	—	—	—		—		—		—		(3,006)		(3,006)		(6)		(3,012)
Net income	—	—	—		—		—		105,156		—		105,156		183		105,339
Balance—June 30, 2022	186,859	326	$	1,869	$	3	$	1,384,134	$	(56,174)	$	(2,263)	$	1,327,569	$	2,447	$	1,330,016


	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		Accumulated Deficit		Accumulated Other Comprehensive Income		Total Stockholders’ equity		Noncontrolling Interest		Total Equity
Balance—March 31, 2021	169,259	$	10,281	$	1,692	$	103	$	1,212,354	$	(10,915)	$	1,318	$	1,204,552	$	73,183	$	1,277,735
Exchange of Class B Common Stock for Class A Common Stock	8,421	(8,421)		84		(84)		59,451		—		—		59,451		(59,451)		—
Offering Costs	—	—		—		—		(6)		—		—		(6)		—		(6)
Recognition of valuation allowance on deferred tax asset, net of liability under tax receivable agreements	—	—		—		—		(435)		—		—		(435)		—		(435)
Other distributions and advance payments to non-controlling interest unitholders	—	—		—		—		—		—		—		—		824		824
Stock based compensation expense	—	—		—		—		5,619		—		—		5,619		280		5,899
Vesting of restricted stock units	630	—		7		—		(2,952)		—		—		(2,945)		(454)		(3,399)
Currency translation adjustment	—	—		—		—		—		—		1,136		1,136		152		1,288
Net loss	—	—		—		—		—		(50,560)		—		(50,560)		(1,912)		(52,472)
Balance—June 30, 2021	178,310	1,860		1,783		19		1,274,031		(61,475)		2,454		1,216,812		12,622		$	1,229,434

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LIBERTY ~~OILFIELD SERVICES~~ENERGY INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 17—Subsequent Events

On July 18, 2022, the Company entered into an amendment to the ABL Facility. The amendment amended certain terms, provisions and covenants of the ABL Facility, including among other things; (i) increasing the maximum borrowing amount by $75.0 million to $425.0 million, subject to certain borrowing base limitations based on percentage of eligible accounts receivable and inventory, (ii) modified certain covenant and reporting-related baskets, and (iii) replacing LIBOR with the second overnight financing rate (SOFR) as the interest rate benchmark.

On July 25, 2022, the Company’s Board of Directors authorized a share repurchase program that allows the Company to repurchase up to $250.0 million of the Company’s Class A Common Stock beginning immediately and continuing through and including July 31, 2024. The shares may be repurchased from time to time in open market or privately negotiated transactions or by other means in accordance with applicable state and federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s Class A Common Stock, the market price of the Company’s Class A Common Stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations. The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company ~~has evaluated events through~~expects to fund the ~~filing of this Quarterly Report~~repurchases by using cash on hand, borrowings under its revolving credit facility and ~~determined that no~~expected free cash flow to be generated over the next two years.

No other significant subsequent events have occurred that would require recognition or disclosure in the unaudited condensed consolidated financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in “Cautionary Note Regarding Forward-Looking Statements,” the Annual Report under the heading “Item 1A. Risk Factors,” and in “Part II – Other Information, Item 1A.–Risk Factors” included herein. We assume no obligation to update any of these forward-looking statements.

Overview

~~We are an independent provider of~~The Company, together with its subsidiaries, is a leading integrated oilfield services and technology company focused on providing innovative hydraulic fracturing services and ~~goods~~related technologies to onshore oil and natural gas ~~exploration and production (“~~E~~&P”)~~&P companies in North America.

We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, data analytics, related goods (including our sand mine operations), and technologies that will facilitate lower emission completions, thereby helping our customers reduce their emissions profile. We have grown from one active hydraulic fracturing fleet in December 2011 to over 30 active fleets as of June 30, 2022. We provide our services primarily in the Permian Basin, the Eagle Ford Shale, the ~~Denver-Julesburg~~DJ Basin, ~~(the “DJ Basin”),~~ the Williston Basin, the San Juan Basin, ~~and~~ the Powder River ~~Basin. Following the completion of the OneStim Acquisition (as defined below) we now also provide services in~~Basin, the Haynesville Shale, the SCOOP/STACK, the Marcellus Shale, Utica Shale, and the Western Canadian Sedimentary Basin. Additionally, we operate two sand mines in the Permian Basin.

On December 31, 2020, the Company acquired certain assets and liabilities ~~from~~of Schlumberger’s ~~OneStim®~~OneStim business, which provides hydraulic fracturing pressure pumping services in onshore United States and Canada, including its pressure pumping, ~~pumpdown-perforating~~pumpdown perforating and Permian frac sand ~~business. See Note 3—The~~business, in exchange for consideration resulting in a total of 66,326,134 shares of the Class A Common Stock being issued in connection with the OneStim ~~Acquisition to the unaudited condensed consolidated financial statements included in “Item 1. Financial Statements”. Effective December 31, 2020,~~Acquisition. As of July 22, 2022, Schlumberger owned ~~37.0%~~12.3% of the issued and outstanding shares of our Common Stock. The combined company delivers best-in-class completion services for the sustainable development of unconventional resource plays in the United States and Canada onshore markets.

On October 26, 2021, the Company acquired PropX in exchange for $11.9 million in cash and 3,405,526 shares of Class A Common Stock and 2,441,010 shares of Class B Common Stock, and 2,441,010 Liberty LLC Units, for total consideration of $103.0 million, based on the Class A Common Stock closing price of $15.58 on October 26, 2021, subject to customary post-closing adjustments. The Liberty LLC Units are redeemable for an equivalent number of shares of Class A Common Stock at any time, at the election of the shareholder. Founded in 2016, PropX is a leading provider of last-mile proppant delivery solutions including proppant handling equipment and logistics software across North America. PropX offers innovative environmentally friendly technology with optimized dry and wet sand containers and wellsite proppant handling equipment that drive logistics efficiency and reduce noise and emissions. We believe that PropX wet sand handling technology is a key enabler of the ~~following characteristics both~~next step of cost and emissions reductions in the proppant industry. PropX also offers customers the latest real-time logistics software, PropConnect, for sale or as hosted software as a service.

We believe technical innovation and strong relationships with our customer and supplier bases distinguish us from our competitors and are the foundations of our business: forming ongoing partnerships of trust and innovation with our customers; developing and utilizing technology to maximize well performance; and promoting a people-centered culture focused on our employees, customers and suppliers.business. We have developed strong relationships with our customers by investing significant time in fracture design collaboration, which substantially enhances their production economics. Our technological innovations have become even more critical asexpect that E&P companies ~~have increased the~~will continue to focus on technological innovation as completion complexity and fracture intensity of horizontal ~~wells.~~wells increases, particularly as customers are increasingly focused on reducing emissions from their completions operations. We ~~are~~remain proactive in developing innovative solutions to industry challenges, including developing: (i) our ~~proprietary~~ databases of U.S. unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; ~~and~~ (iv) our dual fuel dynamic gas blending fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower ~~costs. We foster a people-centered culture built around honoring~~costs; (v) the successful test of digiFrac™, our ~~commitments~~innovative, purpose-built electric frac pump that has approximately 25% lower CO2e emission profile than the Tier IV DGB; and (vi) our PropX wet sand handling technology which eliminates the need to ~~customers, partnering with~~dry sand, enabling the deployment of mobile mines nearer to wellsites. In addition, our ~~suppliers~~integrated supply chain includes proppant, chemicals, equipment, logistics and ~~hiring, training and retaining people that~~integrated software which we believe promotes wellsite efficiency and leads to bemore pumping hours and higher productivity throughout the ~~best talent in~~year to better service our ~~field~~customers. In order to ~~drive innovation, enabling us~~achieve our technological objectives, we carefully manage our liquidity and debt position to ~~be one of the safest~~promote operational flexibility and ~~most efficient hydraulic fracturing companies~~invest in the ~~United States.~~business throughout the full commodity cycle in the regions we operate.

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Recent Trends and Outlook

~~Global~~While the global economic recovery outlook has softened on reverberating impacts from higher inflation, rising interest rates and the Russian invasion of Ukraine, oil and gas markets remain constructive. Today, low global oil and gas inventories, limited OPEC spare production capacity and a lack of refining capacity are concurrently being met with increased energy demand. Oil and natural gas demand growth ~~outlook continues to improve, albeit at a moderating pace. Sentiment~~ is ~~based upon improving positive economic data as countries reopen, partially offset~~coming in part from the post-pandemic recovery in travel, China’s emergence from its enforced Covid lockdowns, plus seasonal demand. These are all further exacerbated by the ~~impact~~Russia/Ukraine conflict and the potential for sanctions imposed on Russian oil exports, coupled with Russia’s decision to constrain natural gas pipeline exports to Europe.

North America is positioned to be a large provider of ~~global~~incremental oil and gas supply. Today, E&P operators are evaluating the opportunity to deploy incremental capital in North America to modestly grow production while remaining focused on shareholder priorities. Supply is restricted by a tight frac market, where equipment, supply chain and labor constraints limit frac fleet availability and ~~virus variant concerns. Commodity markets~~service quality. Moreover, many operators desire modern, ESG-friendly frac fleet technologies that provide the opportunity for both emissions reductions and fuel savings.

The frac market is near full utilization and we expect the supply of available frac fleets to remain ~~constructive as sustained economic expansion continues to drive rising energy demand while underinvestment~~tight through the remainder of 2022. We were disciplined in restraining fleet reactivations in the ~~energy sector constrains supply. This is evidenced by global oil inventory draws,~~post-Covid era but pricing has now recovered to where we, in support of our customers’ long-term development needs, are reactivating several of our recently acquired, available fleets. Importantly, these long-term, dedicated customers seek additional next generation fleets that ~~demonstrate~~are not readily available today, and we are providing an avenue to serve those customers and simultaneously driving free cash flow from these existing fleets to reinvest in our fleet modernization program.

During the ~~growth~~second quarter of 2022, the posted WTI price traded at an average of $108.83 per barrel (“Bbl”), as compared to the second quarter of 2021 average of $66.19 per Bbl, and first quarter of 2022 average of $95.18 per Bbl. In addition, the average domestic onshore rig count for the United States and Canada was 810 rigs reported in ~~oil demand is higher than~~ the second quarter of 2022, up from the second quarter of 2021 of 508 and slightly decreased from the first quarter of 2022 of 816, according to a report from Baker Hughes.

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Results of Operations

Three months ended June 30, 2022 compared to three months ended June 30, 2021


	Three months ended June 30,
Description	2022		2021		Change
	(in thousands)
Revenue	$	942,619	$	581,288	$	361,331
Cost of services, excluding depreciation, depletion and amortization shown separately	713,718		521,956		191,762
General and administrative	42,162		29,403		12,759
Transaction, severance and other costs	2,192		2,996		(804)
Depreciation, depletion and amortization	77,379		63,214		14,165
Gain on disposal of assets	(3,436)		(277)		(3,159)
Operating income (loss)	110,604		(36,004)		146,608
Other expense, net	5,030		462		4,568
Net income (loss) before income taxes	105,574		(36,466)		142,040
Income tax expense	235		16,006		(15,771)
Net income (loss)	105,339		(52,472)		157,811
Less: Net income (loss) attributable to non-controlling interests	183		(1,912)		2,095
Net income (loss) attributable to Liberty Energy Inc. stockholders	$	105,156	$	(50,560)	$	155,716

Revenue

Our revenue increased $361.3 million, or 62.2%, to $942.6 million for the three months ended June 30, 2022 compared to $581.3 million for the three months ended June 30, 2021. The increase in revenue is attributable to higher service pricing and an activity-driven increase in fleet utilization and efficiency commensurate with increased demand for hydraulic fracturing services.

Cost of Services

Cost of services (excluding depreciation, depletion and amortization) increased $191.8 million, or 36.7%, to $713.7 million for the ~~oil supply. Looking forward,~~three months ended June 30, 2022 compared to $522.0 million for the ~~recent announcement by OPEC+ for a gradual reinstatement of prior oil supply cuts through 2021 is expected~~three months ended June 30, 2021. The higher expense was primarily related to ~~be more than offset by projected~~ increases in ~~global oil demand. This should support a continued increase~~materials and parts consumption and higher labor costs related to higher fleet utilization as well as ongoing inflationary increases impacting costs for materials, labor, and maintenance parts.

General and Administrative

General and administrative expenses increased $12.8 million, or 43.4%, to $42.2 million for the three months ended June 30, 2022 compared to $29.4 million for the three months ended June 30, 2021 primarily related to increases in ~~demand~~performance-based variable compensation, labor cost inflation, and corporate costs related to increased activity.

Transaction, Severance and Other Costs

Transaction, severance and other costs decreased $0.8 million, or 26.8%, to $2.2 million for ~~North American completion services.~~the three months ended June 30, 2022 compared to $3.0 million for the three months ended June 30, 2021. The costs incurred in the three months ended June 30, 2021 primarily related to integration cost, investment banking, legal, accounting, and other professional services provided in connection with the OneStim Acquisition. Such costs were lower during the three months ended June 30, 2022 as the integration efforts move towards completion.

~~We expect E&P capital spending~~Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense increased $14.2 million, or 22.4%, to$77.4 million for the three months ended June 30, 2022 compared to $63.2 million for the three months ended June 30, 2021. The increase in 2022 ~~as they work towards attaining modest oil production growth, while they address both a decline~~was due to additional equipment placed in service since the prior year period and additional depreciation from property acquired in the inventory of drilled but uncompleted wells and the impact of decline curves on their production base. As a result, we anticipate a modest increase in frac activity to support production growth in 2022.

The combined impact of improved E&P economics with greater potential for free cash flow generation, increased completion service activity demand and tightness in next generation frac equipment is expected to underpin a more disciplined frac market and an increase in service prices. The economic rebound across North America has also led to a rise in inflation and wage growth. It is important that service prices continue to rebound from extreme pandemic lows, and the basis for discussionsPropX Acquisition.

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Gain on service pricing with E&P operators have strengthened throughout the year. It is noteworthy that service prices tend to lag broader inflationary increases across the value chain, but these increases are necessary to facilitate the next phaseDisposal of ~~growth and investment, especially as the service industry contends with inflationary increases.~~

During the second quarter of 2021, WTI oil prices averaged $66.19 and $73.04 from the end of the quarter through July 19, 2021, compared to $58.09 in the first quarter of 2021 and $41.70 in the second half of 2020. The most recent domestic onshore rig count for North America averaged 437 in the second quarter of 2021, up from an average of 378 in the first quarter of 2021, according to a report by Baker Hughes, a GE company.

~~Results of Operations~~

~~Three months ended June 30, 2021 compared to three months ended June 30, 2020~~
Three months ended June 30,
Description 2021 2020 Change
(in thousands)
Revenue $ 581,288 $ 88,362 $ 492,926
Cost of services, excluding depreciation and amortization shown separately 521,956 89,518 432,438
General and administrative 29,403 18,064 11,339
Transaction, severance and other costs 2,996 9,057 (6,061)
Depreciation, depletion and amortization 63,214 44,931 18,283
(Gain) loss on disposal of assets (277) 334 (611)
Operating loss (36,004) (73,542) 37,538
Other expense, net 462 3,656 (3,194)
Net loss before income taxes (36,466) (77,198) 40,732
Income tax expense (benefit) 16,006 (11,363) 27,369
Net loss (52,472) (65,835) 13,363
Less: Net loss attributable to non-controlling interests (1,912) (20,064) 18,152
Net loss attributable to Liberty Oilfield Services Inc. stockholders $ (50,560) $ (45,771) $ (4,789)

~~Revenue~~

~~Our revenue~~ ~~increased$492.9 million, or~~ ~~558%, to~~ ~~$581.3 million~~ for the three months ended June 30, 2021 compared to $88.4 million for the three months ended June 30, 2020. In April 2020, we reduced our staffed fleet count by approximately 50%, and furloughed additional fleets, in response to the market imbalance resulting from the COVID-19 pandemic. The continued ramp up in activity since May 2020 lows commensurate with energy demand recovery to pre-pandemic levels, as well as additional fleets and service lines obtained through the OneStim Acquisition (see “Recent Trends and Outlook”), has driven higher fleet utilization and revenue.

~~Cost of Services~~

~~Cost of services (excluding depreciation and amortization) increased$432.4 million, or~~ ~~483%, to~~ ~~$522.0 million~~ ~~for the three months ended June 30, 2021 compared to $89.5 million for the three months ended June 30, 2020, which is consistent with the increase in activity discussed above.~~

~~General and Administrative~~

~~General and administrative expenses increased~~ ~~$11.3 million, or~~ ~~63%, to~~ ~~$29.4 million~~ for the three months ended June 30, 2021 compared to $18.1 million for the three months ended June 30, 2020 primarily related to an increase in personnel costs due to the restoration of certain temporarily suspended employee benefits and additional headcount commensurate with the OneStim Acquisition. During the three months ended June 30, 2020 we applied a flexible cost structure, including employee furloughs as well as the temporary suspension of bonus and 401(k) match programs, which have since been reinstated.

~~Transaction, Severance and Other Costs~~

Transaction, severance and other costs decreased $6.1 million, or 67%, to $3.0 million for the three months ended June 30, 2021 compared to $9.1 million for the three months ended June 30, 2020. Such costs incurred during the three months ended June 30, 2021 include transaction costs associated with the OneStim Acquisition. During the three months ended June 30, 2020. the Company reduced its workforce and commenced furlough schedules for remaining employees in May 2020. The Company recorded $7.4 million in severance costs in the three months ended June 30, 2020. Additionally, the Company paid

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~~insurance and other benefits of $1.7 million for employees while they were on furlough. The Company did not lay-off or furlough any employees in during 2021.~~

~~Depreciation, Depletion and Amortization~~

~~Depreciation, depletion and amortization expense~~ ~~increased$18.3 million, or~~ ~~41%, to~~ ~~$63.2 million~~ for the three months ended June 30, 2021 compared to $44.9 million for the three months ended June 30, 2020. The increase in 2021 was due to the addition of active fleets and other property acquired in the OneStim Acquisition.

~~(Gain) Loss on disposal of assets~~Assets

The Company recognized a gain on disposal of assets of ~~$0.3~~$3.4 million ~~during~~for the three months ended June 30, ~~2021~~2022 primarily as a result of the sale of used field equipment and light duty trucks in a strong used vehicle and equipment market compared to a ~~loss~~gain of $0.3 million for the three months ended June 30, ~~2020.~~ 2021 due to miscellaneous equipment disposals. All disposals recorded during the three months ended June 30, 2022 and 2021 were in the normal course of business.

Operating Income (Loss)

The Company ~~regularly sells equipment that is no longer in use as part~~recorded operating income of ~~normal course fleet and equipment management.~~

~~Operating Loss~~

~~We realized an~~$110.6 million for the three months ended June 30, 2022 compared to operating loss of $36.0 million for the three months ended June 30, 2021, ~~compared to~~ an increase in operating ~~loss~~results of ~~$73.5 million for the three months ended June 30, 2020, a decrease in loss of $37.5~~$146.6 million, or ~~51%~~407.2%. The ~~decrease~~increase in ~~loss~~operating income is primarily due to the ~~$492.9~~$361.3 million, or ~~558%~~62.2%, increase in total revenue only partially offset by a ~~$455.4~~$214.7 million increase in total operating expenses, the significant components of which are discussed above. ~~The improvement in operating results is primarily attributable to the rebound in market conditions and ongoing recovery from the COVID-19 pandemic.~~

Other Expense, net

Other expense, net ~~decreased $3.2~~increased $4.6 million, or 988.7%, to $5.0 million for the three months ended June 30, 2022 compared to $0.5 million for the three months ended June 30, ~~2021 compared to $3.7~~2021. Other expense, net is comprised of loss (gain) on remeasurement of liability under the TRAs and interest expense, net. The Company remeasured the liability under the TRAs resulting in a loss of $0.2 million for the three months ended June 30, 2020. Other expense, net, is comprised of gain on remeasurement of liability under tax receivable agreement and interest expense, net. During the second quarter of 2021, the Company entered into a three-year cumulative pre-tax book loss primarily due2022, compared to COVID-19 related losses and recognized a valuation allowance on a portion of its deferred tax assets in accordance with ASC 740. In connection with the recognition of a valuation allowance, the Company also remeasured the liability under the tax receivable agreement resulting in a gain of $3.3 ~~million. Interest expense, net was consistent between periods, increasing only slightly during the three months ended June 30, 2021 compared to the three months ended June 30, 2020.~~

~~Net Loss before Income Taxes~~

~~We realized net loss before income~~ ~~taxes~~ of ~~$36.5 million~~ ~~for the three months ended June 30, 2021 compared to $77.2~~ million for the three months ended June 30, ~~2020.~~ 2021. Additionally, interest expense, net increased $1.1 million as a result of increased borrowings under the credit facility.

Net Income (loss) before Income Taxes

The ~~decrease~~Company realized net income before income taxes of $105.6 million for the three months ended June 30, 2022 compared to net loss before income taxes of $36.5 million for the three months ended June 30, 2021. The increase in ~~loss~~income is primarily attributable to an increase in revenue, as discussed above, related to the increase in activity ~~following the rebound in market conditions~~ and ~~recovery from the COVID-19 pandemic.~~service pricing.

Income Tax Expense ~~(Benefit)~~

We recognized a tax expense of ~~$16.0~~$0.2 million for the three months ended June 30, ~~2021,~~2022, at an effective rate of ~~(44)%~~0.2%, compared to a tax ~~benefit~~expense of ~~$11.4~~$16.0 million, at an effective rate of ~~15%~~(43.9)%, recognized during the three months ended June 30, ~~2020. This increase~~2021. The decrease in income tax expense is primarily attributable to the Company recording a valuation allowance ~~recorded~~ on ~~a portion of our~~its U.S. net deferred tax assets, asbeginning in the second quarter of ~~June 30,~~ 2021, ~~as a result of the Company entering into a three year cumulative pre-tax book loss position primarily due to COVID-19 related losses.~~resulting in income tax expense for that period, while in subsequent periods no tax expense or benefit is recognized on U.S. state and federal income or loss.

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Six months ended June 30, ~~2021~~2022 compared to six months ended June 30, ~~2020~~2021

Six months ended June 30,
Description 2021 2020 Change
(in thousands)
Revenue $ 1,133,320 $ 560,706 $ 572,614
Cost of services, excluding depreciation and amortization shown separately 1,020,891 482,234 538,657
General and administrative 55,762 46,677 9,085
Transaction, severance and other costs 10,617 9,057 1,560
Depreciation, depletion and amortization 125,270 89,762 35,508
(Gain) loss on disposal of assets (997) 232 (1,229)
Operating loss (78,223) (67,256) (10,967)
Other expense, net 4,216 7,264 (3,048)
Net loss before income taxes (82,439) (74,520) (7,919)
Income tax expense (benefit) 8,649 (11,102) 19,751
Net loss (91,088) (63,418) (27,670)
Less: Net loss attributable to non-controlling interests (6,323) (19,367) 13,044
Net loss attributable to Liberty Oilfield Services Inc. stockholders $ (84,765) $ (44,051) $ (40,714)


	Six months ended June 30,
Description	2022		2021		Change
	(in thousands)
Revenue	$	1,735,389	$	1,133,320	$	602,069
Cost of services, excluding depreciation, depletion and amortization shown separately	1,383,737		1,020,891		362,846
General and administrative	80,480		55,762		24,718
Transaction, severance and other costs	3,526		10,617		(7,091)
Depreciation, depletion and amortization	151,967		125,270		26,697
Loss (gain) on disposal of assets	1,236		(997)		2,233
Operating income (loss)	114,443		(78,223)		192,666
Other expense, net	13,519		4,216		9,303
Net income (loss) before income taxes	100,924		(82,439)		183,363
Income tax expense	1,065		8,649		(7,584)
Net income (loss)	99,859		(91,088)		190,947
Less: Net income (loss) attributable to non-controlling interests	79		(6,323)		6,402
Net income (loss) attributable to Liberty Energy Inc. stockholders	$	99,780	$	(84,765)	$	184,545

Revenue

Our revenue increased ~~$572.6~~$602.1 million, or ~~102%~~53.1%, to $1.7 billion for the six months ended June 30, 2022 compared to $1.1 billion for the six months ended June 30, ~~2021 compared~~2021. The increase in revenue is attributable to ~~$560.7 million for the six months ended June 30, 2020. In April 2020, we reduced our staffed fleet count by approximately 50%,~~higher service pricing and ~~furloughed additional fleets,~~an activity-driven increase in response to the market imbalance resulting from the COVID-19 pandemic. The continued ramp up in activity since May 2020 lows, commensurate with energy demand recovery to pre-pandemic levels, as well as additional fleets and service lines obtained through the OneStim Acquisition (see “Recent Trends and Outlook”), has driven higher fleet utilization and ~~revenue.~~efficiency commensurate with increased demand for hydraulic fracturing services.

Cost of Services

Cost of services (excluding depreciation, depletion and amortization) increased ~~$538.7~~$362.8 million, or ~~112%~~35.5%, to $1.4 billion for the six months ended June 30, 2022 compared to $1.0 billion for the six months ended June 30, ~~2021 compared~~2021. The higher expense was primarily related to ~~$482.2 million~~increases in materials and parts consumption and higher labor costs related to higher fleet utilization as well as inflationary increases impacting costs for ~~the six months ended June 30, 2020. The increase is consistent with the increase in activity discussed above.~~materials, labor, and maintenance parts.

General and Administrative

General and administrative expenses increased ~~$9.1~~$24.7 million, or ~~19%~~44.3%, to $80.5 million for the six months ended June 30, 2022 compared to $55.8 million for the six months ended June 30, 2021 ~~compared to $46.7 million for the six months ended June 30, 2020~~ primarily related to ~~personnel costs due to additional headcount commensurate with the OneStim Acquisition. Additionally,~~increases from reinstated bonus programs which had been temporarily suspended during the ~~second~~first quarter of ~~2020 we applied~~2021 as a ~~flexible~~result of the COVID-19 pandemic, labor cost ~~structure, including employee furloughs as well as the temporary suspension~~inflation, and corporate costs related to increased levels of ~~bonus and 401(k) match programs, which have since been reinstated.~~activity.

Transaction, Severance and Other Costs

Transaction, severance and other costs ~~increased $1.6~~decreased $7.1 million, or ~~17%~~66.8%, to $3.5 million for the six months ended June 30, 2022 compared to $10.6 million for the six months ended June 30, ~~2021 compared to $9.1 million for the six months ended June 30, 2020. Such~~2021. The costs incurred ~~during~~in the six months ended June 30, 2021 primarily ~~relate~~related to integration costs, investment banking, legal, accounting, and other professional services provided in connection with the OneStim ~~Acquisition, while~~Acquisition. Such costs ~~incurred~~were lower during the six months ended June 30, ~~2020 related to one time severance costs and insurance for furloughed employees. The Company did no lay-off of furlough any employees during 2021.~~2022 as the integration efforts move towards completion.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization expense increased ~~$35.5~~$26.7 million, or ~~40%~~21.3%, to $152.0 million for the six months ended June 30, 2022 compared to $125.3 million for the six months ended June 30, ~~2021 compared to $89.8 million for the six months ended June 30, 2020.~~2021. The increase in ~~2021~~2022 was due to additional equipment placed in service since the ~~addition of active fleets~~prior year period and ~~other~~additional depreciation from property acquired in the ~~OneStim~~PropX Acquisition.

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~~(Gain) loss~~Loss (gain) on disposal of assets

The Company recognized a ~~gain~~loss on disposal of assets of ~~$1.0 million during the six months ended June 30, 2021 compared to a loss of $0.2~~$1.2 million for the six months ended June 30, ~~2020.~~ 2022 primarily as a result of the sale of one and plan of sale for another non-strategic facility acquired in the OneStim Acquisition compared to a gain of $1.0 million for the six months ended June 30, 2021 due to miscellaneous equipment disposals in the normal course of business.

Operating Income (Loss)

The Company ~~regularly sells equipment that is no longer in use as part~~recorded operating income of ~~normal course fleet and equipment management.~~

~~Operating Loss~~

~~We realized an~~$114.4 million for the six months ended June 30, 2022 compared to operating loss of $78.2 million for the six months ended June 30, 2021, ~~compared~~The operating income is primarily due to ~~$67.3~~the $602.1 million, or 53.1%, increase in total revenue partially offset by a $409.4 million increase in total operating expenses, the significant components of which are discussed above.

Other Expense, net

Other expense, net increased $9.3 million to $13.5 million for the six months ended June 30, ~~2020, an increase in loss of $11.0 million, or 16%. The increase in loss is primarily due to lower gross margins during the six months ended June 30, 2021 as~~2022 compared to the six months ended June 30, 2020 as the prior year period included three months of pre-pandemic results. In addition, emergency cost savings measure to reduce personnel costs implemented in April 2020 were restored at various times during 2021.

~~Other Expense, net~~

~~Other expense, net, decreased $3.0 million~~ to $4.2 million for the six months ended June 30, ~~2021 compared to $7.3~~2021. Other expense, net is comprised of loss on remeasurement of liability under the TRAs and interest expense, net. The Company remeasured the liability under the TRAs resulting in a loss of $4.3 million for the six months ended June 30, 2020. Other expense, net, is comprised of gain on remeasurement of liability under tax receivable agreement and interest expense, net. During the second quarter of 2021, the Company entered into a three-year cumulative pre-tax book loss primarily due2022, compared to COVID-19 related losses and recognized a valuation allowance on a portion of its net deferred tax assets. In connection with the recognition of a valuation allowance, the Company also remeasured the liability under the tax receivable agreement resulting in a gain of $3.3 ~~million. Interest expense, net was consistent between periods, decreasing only slightly during~~million for the six months ended June 30, ~~2021 compared to~~2021. Additionally, interest expense increased $1.7 million as a result of increased borrowings under the credit facility.

Net Income (Loss) before Income Taxes

The Company realized net income before income taxes of $100.9 million for the six months ended June 30, ~~2020.~~

~~Net Loss before Income Taxes~~

~~We realized~~2022 compared to net loss before income taxes of $82.4 million for the six months ended June 30, ~~2021 compared~~2021. The increase in results is primarily attributable to ~~$74.5~~an increase in revenue, as discussed above, related to the increase in activity and service pricing.

Income Tax Expense

Income tax expense decreased $7.6 million to $1.1 million for the six months ended June 30, ~~2020. The decrease is primarily attributable to a decrease in revenue, as discussed above, related to the decrease in pricing and activity.~~

~~Income Tax (Benefit) Expense~~

~~We recognized income tax expense of $8.6 million for the six months ended June 30, 2021,~~2022, at an effective rate of ~~(10)%~~1.1%, ~~expense,~~ compared to ~~an income tax benefit of $11.1~~$8.6 million, at an effective rate of ~~15%~~(10.5)%, recognized during the six months ended June 30, ~~2020.~~2021. This ~~increase~~decrease in income tax expense is primarily attributable to the ~~full~~Company recording a valuation allowance ~~recorded~~ on ~~the~~its U.S. net deferred tax assets, asbeginning in the second quarter of ~~June 30,~~ 2021, ~~as a result of the Company entering into a three year cumulative pre-tax book loss position.~~resulting in income tax expense for that period, while in subsequent periods no tax expense or benefit is recognized on U.S. state and federal income or loss.

Comparison of Non-GAAP Financial Measures

We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income before interest, income taxes, and depreciation, depletion and amortization. We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock based compensation, new fleet or new basin start-up costs, fleet lay-down costs, costs of asset acquisitions, gain or loss on the disposal of assets, bad debt reserves, transaction, severance, and other costs, the loss or gain on remeasurement of liability under our tax receivable agreements and other non-recurring expenses that management does not consider in assessing ongoing performance.

Our board of directors, management, investors, and lenders use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, depletion and amortization) and other items that impact the comparability of financial results from period to period. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.

Note Regarding Non-GAAP Financial Measures

EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations. Net income (loss) is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as an analytical tool due to exclusion of some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA or Adjusted EBITDA in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

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The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net ~~income,~~loss, which is the most directly comparable GAAP measure for the periods presented:

Three and six months ended June 30, ~~2021~~2022 compared to three and six months ended June 30, ~~2020:~~2021: EBITDA and Adjusted EBITDA


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended June 30,						Six Months Ended June 30,
Description	Description	2021		2020		Change		2021		2020		Change		Description	2022		2021		Change		2022		2021		Change
		(in thousands)													(in thousands)
Net loss		$	(52,472)	$	(65,835)	$	13,363	$	(91,088)	$	(63,418)	$	(27,670)
Net income (loss)														Net income (loss)	$	105,339	$	(52,472)	$	157,811	$	99,859	$	(91,088)	$	190,947
Depreciation, depletion and amortization	Depreciation, depletion and amortization	63,214		44,931		18,283		125,270		89,762		35,508		Depreciation, depletion and amortization	77,379		63,214		14,165		151,967		125,270		26,697
Interest expense	Interest expense	3,767		3,656		111		7,521		7,264		257		Interest expense	4,862		3,767		1,095		9,186		7,521		1,665
Income tax expense (benefit)		16,006		(11,363)		27,369		8,649		(11,102)		19,751
Income tax expense														Income tax expense	235		16,006		(15,771)		1,065		8,649		(7,584)
EBITDA	EBITDA	$	30,515	$	(28,611)	$	59,126	$	50,352	$	22,506	$	27,846	EBITDA	$	187,815	$	30,515	$	157,300	$	262,077	$	50,352	$	211,725
Stock based compensation expense	Stock based compensation expense	5,899		4,283		1,616		10,846		8,407		2,439		Stock based compensation expense	4,201		5,899		(1,698)		11,014		10,846		168
Fleet start-up and lay-down costs	Fleet start-up and lay-down costs	—		4,499		(4,499)		—		4,499		(4,499)		Fleet start-up and lay-down costs	5,169		—		5,169		5,754		—		5,754
Transaction, severance and other costs	Transaction, severance and other costs	2,996		9,057		(6,061)		10,617		9,057		1,560		Transaction, severance and other costs	2,192		2,996		(804)		3,526		10,617		(7,091)
(Gain) loss on disposal of assets	(Gain) loss on disposal of assets	(277)		334		(611)		(997)		232		(1,229)		(Gain) loss on disposal of assets	(3,436)		(277)		(3,159)		1,236		(997)		2,233
Provision for credit losses	Provision for credit losses	745		2,155		(1,410)		745		4,678		(3,933)		Provision for credit losses	—		745		(745)		—		745		(745)
Gain on remeasurement of liability under tax receivable agreement		(3,305)		—		(3,305)		(3,305)		—		(3,305)
Loss (gain) on remeasurement of liability under tax receivable agreements														Loss (gain) on remeasurement of liability under tax receivable agreements	168		(3,305)		3,473		4,333		(3,305)		7,638
Adjusted EBITDA	Adjusted EBITDA	$	36,573	$	(8,283)	$	44,856	$	68,258	$	49,379	$	18,879	Adjusted EBITDA	$	196,109	$	36,573	$	159,536	$	287,940	$	68,258	$	219,682

EBITDA was $~~30.5~~187.8 million for the three months ended June 30, ~~2021~~2022 compared to ~~$(28.6)~~$30.5 million for the three months ended June 30, ~~2020.~~2021. Adjusted EBITDA was $~~36.6~~196.1 million for the three months ended June 30, ~~2021~~2022 compared to ~~$(8.3)~~$36.6 million for the three months ended June 30, ~~2020.~~2021. The in~~creases~~increases in EBITDA and Adjusted EBITDA primarily resulted from improved market conditions and activity ~~resulting in increased revenue offset by a lesser increase in operating costs.~~levels as described above under the captions Revenue, Cost of Services, and General and Administrative Expenses for the Three Months Ended June 30, 2022 compared to the Three Months Ended June 30, 2021.

EBITDA was $262.1 million for the six months ended June 30, 2022 compared to $50.4 million for the six months ended June 30, ~~2021 compared to $22.5~~2021. Adjusted EBITDA was $287.9 million for the six months ended June 30, ~~2020. Adjusted EBITDA was~~2022 compared to $68.3 million for the six months ended June 30, ~~2021 compared to $49.4 million for the six months ended June 30, 2020.~~2021. The in~~creases~~increases in EBITDA and Adjusted EBITDA primarily resulted from improved market conditions and activity ~~resulting in increased revenue offset by a lesser increase in operating costs.~~levels as described above under the captions Revenue, Cost of Services, and General and Administrative Expenses for the Six Months Ended June 30, 2022 compared to the Six Months Ended June 30, 2021.

Liquidity and Capital Resources

Overview

~~Our~~Historically, our primary sources of liquidity ~~since our IPO~~to date have been cash flows from operations, proceeds from our IPO, and borrowings under our Credit Facilities. We expect to fund operations and organic growth with cash flows from operations and available borrowings under our Credit Facilities. We monitor the availability of capital resources such as equity and debt financings that could be leverage for current or future financial obligations including those related to acquisitions, capital expenditures, working capital and other liquidity requirements. We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund growth opportunities that we pursue, including via acquisition, such as with the OneStim Acquisition and the PropX Acquisition. Our primary uses of capital have been capital expenditures to support organic growth and funding ongoing operations, including maintenance and fleet upgrades.

Cash and cash equivalents ~~decreased~~increased by ~~$38.3~~$21.5 million to ~~$30.7~~$41.5 million as of June 30, ~~2021~~2022 compared to ~~$69.0~~$20.0 million as of December 31, ~~2020,~~2021, while working capital excluding cash and current liabilities under debt and lease arrangements increased ~~$12.0~~$134.9 million. ~~We believe that our operating cash flow and available borrowings under our Credit Facilities will be sufficient to fund our operations for at least the next twelve months.~~

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~~Cash Flows~~

~~The following table summarizes our cash flows for~~We have $350.0 million committed under the ~~periods indicated:~~
Six Months Ended June 30,
Description 2021 2020 Change
(in thousands)
Net cash provided by operating activities $ 35,566 $ 96,631 $ (61,065)
Net cash used in investing activities (65,895) (69,997) 4,102
Net cash used in financing activities (8,175) (14,820) 6,645

~~Analysis of Cash Flow Changes Between the Six Months Ended~~ABL Facility, increased to $425 million subsequent to June 30, ~~2021 and 2020~~

~~Operating Activities~~2022, see Note 17—Subsequent Events ~~. Net cash~~ ~~provided by~~ ~~operating activities was~~ ~~$35.6 million~~ ~~for the six months ended June 30, 2021, compared to $96.6 million~~ for the six months ended June 30, 2020. The $61.1 million decrease in cash from operating activities is primarily attributable to a $14.6 million decrease in cash due to increases in net working capital for the six months ended June 30, 2021, compared to a $64.2 million increase in cash due to decreases in net working capital for the six months ended June 30, 2020. This decrease was partially offset by a $17.7 million increase in cash flows from operating activities, excluding changes in working capital, as a result of increased activity levels in 2021.

~~Investing Activities~~. Net cash used in investing activities was $65.9 million for the six months ended June 30, 2021, compared to $70.0 million for the six months ended June 30, 2020. Cash used in investment activities was higher during the first quarter of 2020 in line with the expected annual spend for pre-pandemic activity levels, including growth capital planned at the time. Spend decreased during the second quarter of 2020 and remains limited in the current period. Although the Company operates more fleets following the OneStim acquisition, such acquired fleets were delivered in fully maintained condition pursuant to the ~~term of the acquisition agreement, thus initially limited maintenance capital expenditures~~consolidated financial statements included in “Item 1. Financial Statements (unaudited)” for ~~a portion of the Company’s fleets.~~

~~Financing Activities. Net cash~~ ~~used in~~ ~~financing activities was~~ ~~$8.2 million~~ ~~for the six months ended June 30, 2021, compared to net cash used in financing activities of $14.8 million for the six months ended June 30, 2020. The~~ ~~$6.6 milliondecrease~~ ~~in cash~~used in financing activities was primarily due to a $5.6 million decrease in dividends and per unit distributions to non-controlling interest unitholders as a result of the suspension of the dividend in April 2020. Additionally, other distributions and advance payments to non-controlling interest unitholders was a net receipt of $1.4 million during the six months ended June 30, 2021, compared to net payment of $2.8 million during the six months ended June 30, 2020 due to a decrease in payments made under the TRAs. These decreases were offset by a $3.2 million increase in payments made for tax withholdings on restricted stock unit vesting as a larger number of units vested at a higher stock price in 2021 compared to 2020.

~~ABL Facility~~

~~The Company’s ABL Facility provides for a line of credit up to $250.0 million,~~further details, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and ~~inventory. We periodically utilize the ABL Facility~~inventory available to ~~provide short-term flexibility for~~finance working capital ~~fluctuations.~~

needs. As of June 30, ~~2021,~~2022, the borrowing base was calculated to be ~~$247.3~~$350.0 million, and the Company had ~~no borrowings~~$150.0 million outstanding, ~~except for~~in addition to a letter of credit in the amount of ~~$0.8~~$1.4 million, ~~resulting in $246.5~~with $198.6 million of remaining availability. ~~Borrowings under~~Additionally, we have $105.6 million borrowings remaining on the ~~ABL~~Term Loan Facility, ~~bear interest at~~ which was originally $175.0 million.~~LIBOR~~ or a base rate, plus an applicable LIBOR margin of 1.5% to 2.0% or base rate margin of 0.5% to 1.0%, as defined in the ABL Facility credit agreement. The average monthly unused commitment is subject to an unused commitment fee of 0.375% to 0.5%. Interest and fees are payable in arrears at the end of each month, or, in the case of LIBOR loans, at the end of each interest period.

The ABL Facility ~~matures on~~has a maturity date of the earlier of ~~(i) September 19, 2022~~(a) October 22, 2026 and ~~(ii)~~(b) to the extent the debt under the Term Loan Facility remains outstanding 90 days prior to the final maturity of the Term Loan Facility, which matures on September 19, ~~2022. Borrowings under the ABL Facility are collateralized by accounts receivable and inventory, and further secured by~~2024.

The Credit Facilities contain covenants that restrict our ability to take certain actions. At June 30, 2022, the Company ~~Liberty LLC, and R/C IV Non-U.S. LOS Corp., a Delaware corporation and a subsidiary of the Company, as parent guarantors.~~was in compliance with all debt covenants.

~~Income Taxes~~

The Company is a corporation and is subject to U.S. federal, state, and local income tax on its share of Liberty LLC’s taxable income. The Company is also subject to Canadian federal and provincial income tax on its foreign operations.

~~The Company recognized an income tax expense of $8.6 million, effective global income tax rate applicable~~See Note 8—Debt to the Company of (10)%, expense, for the six months ended June 30, 2021 compared to income tax benefit of $11.1 million, combined effective rate of 15%, for the six months ended June 30, 2020. The Company’s effective tax rate for the six months

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ended June 30, 2021 is significantly less than the statutory federal tax rate of 21.0% primarily because of the valuation allowance recorded on its U.S. net deferred tax assets as of December 31, 2020 as a result of entering into a three year cumulative pre-tax book loss position primarily due to COVID-19 related losses. The Company’s effective tax rate is also less than the statutory federal tax rate of 21.0% because of foreign operations and non-controlling interest’s share of Liberty LLC’s pass-through results for federal, state, and local income tax reporting, upon which no taxes are payable by the Company.

Per the CARES Act, net operating losses (“NOL”) incurred in 2018, 2019 and 2020 may be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During the six months ended June 30, 2021, the Company has applied for and expects to receive a NOL carryback refund to recover $5.5 million of cash taxes paid by the Company in 2018. This amount has been reflected as a receivable in prepaids and other assets in the accompanying unaudited condensed consolidated financial statements.

~~Tax Receivable Agreements~~

In connection with the IPO, on January 17, 2018, the Company entered into two TRAs with the TRA Holders. The TRAs generally provide for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result, as applicable to each of the TRA Holders, of (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holders’ Liberty LLC Units in connection with the IPO or pursuant to the exercise of the right of each Liberty Unit Holder (the “Redemption Right”), subject to certain limitations, to cause Liberty LLC to acquire all or a portion of its Liberty LLC Units for, at Liberty LLC’s election, (A) shares of our Class A Common Stock at the specific redemption ratio or (B) an equivalent amount of cash, or, upon the exercise of the Redemption Right, the right of the Company (instead of Liberty LLC) to, for administrative convenience, acquire each tendered Liberty LLC Unit directly from the redeeming Liberty Unit Holder for, at its election, (1) one share of Class A Common Stock or (2) an equivalent amount of cash, (ii) any net operating losses available to the Company as a result of the Corporate Reorganization, and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRAs.

With respect to obligations the Company expects to incur under the TRAs (except in cases where the Company elects to terminate the TRAs early, the TRAs are terminated early due to certain mergers, asset sales, or other changes of control, or the Company has available cash but fails to make payments when due), generally the Company may elect to defer payments due under the TRAs if the Company does not have available cash to satisfy its payment obligations under the TRAs or if its contractual obligations limit its ability to make such payments. Any such deferred payments under the TRAs generally will accrue interest. In certain cases, payments under the TRAs may be accelerated and/or significantly exceed the actual benefits, if any, the Company realizes in respect of the tax attributes subject to the TRAs. The Company accounts for amounts payable under the TRAs in accordance with ASC Topic 450, ~~Contingencies~~.

If the Company experiences a change of control (as defined under the TRAs) or the TRAs otherwise terminate early, the Company’s obligations under the TRAs could have a substantial negative impact on its liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, or other forms of business combinations or changes of control. There can be no assurance that we will be able to finance our obligations under the TRAs.

During the six months ended June 30, 2020, redemptions of Liberty LLC Units and shares of Class B Common Stock resulted in an increase of $2.6 million in amounts payable under the TRAs, and a net increase of $3.0 million in deferred tax assets, all of which were recorded through equity.

~~Critical Accounting Policies and Estimates~~

The unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates and assumptions (see Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements included in the Annual Report). We believe that some of our accounting policies involve a higher degree of judgment and complexity than others. As of December 31, 2020, our critical accounting policies included business combinations, leases, revenue recognition, estimating the recoverability of accounts receivable, inventory valuation, accounting“Item 1. Financial Statements (unaudited)” for ~~income taxes, and accounting for long-lived assets. These critical accounting policies are discussed more fully in the Annual Report.~~

Effective January 1, 2021, the Company commenced operations in Canada and therefore added a critical accounting policy for foreign currency translation (see Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements included in this Quarterly Report).

~~There have been no other changes in our evaluation of our critical accounting policies since December 31, 2020.~~

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~~Off Balance Sheet Arrangements~~

We have no material off balance sheet arrangements as of June 30, ~~2021,~~2022, except for purchase commitments under supply agreements as disclosed above under “Item 1. Financial Statements—Note 15—Commitments & Contingencies.” As such, we are not materially exposed to any other financing, liquidity, market, or credit risk that could arise if we had engaged in such financing arrangements.

Share Repurchase Program

Under our share repurchase program, the Company is authorized to repurchase up to $250.0 million of outstanding Class A Common Stock through and including July 31, 2024. Shares may be repurchased from time to time for cash in the open market transactions, through block trades, in privately negotiated transactions, through derivative transactions or by other means in accordance with applicable federal securities laws. The timing and the amount of repurchases, if any, will be determined by the Company at its discretion based on an evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require us to purchase any dollar amount or number of shares of our Class A Common Stock and may be modified, suspended, extended or terminated at any time without prior notice. The Company expects to fund the repurchases by using cash on hand, borrowings under its revolving credit facility and expected free cash flow to be generated over the next two years.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Six Months Ended June 30,
Description	2022		2021		Change
	(in thousands)
Net cash provided by operating activities	$	135,629	$	35,566	$	100,063
Net cash used in investing activities	(232,824)		(65,895)		(166,929)
Net cash provided by (used in) financing activities	118,758		(8,175)		126,933

Analysis of Cash Flow Changes Between the Six Months Ended June 30, 2022 and 2021

Operating Activities. Net cash provided by operating activities was $135.6 million for the six months ended June 30, 2022, compared to $35.6 million for the six months ended June 30, 2021. The $100.1 million increase in cash from operating activities is primarily attributable to a $602.1 million increase in revenues, offset by a $380.5 million increase in cash operating expenses and a $134.3 million decreasein cash from changes in working capital for the six months ended June 30, 2022, compared to a $14.4 million decrease in cash from changes in working capital for the six months ended June 30, 2021.

Investing Activities. Net cash used in investing activities was $232.8 million for the six months ended June 30, 2022, compared to $65.9 million for the six months ended June 30, 2021. Cash used in investing activities was higher during the six months ended June 30, 2022, compared to the six months ended June 30, 2021 as the Company continued to invest in equipment, including building new digiFrac™ fleets, to support increased customer demand in next generation equipment and technology.

Financing Activities. Net cash provided by financing activities was $118.8 million for the six months ended June 30, 2022, compared to net cash used in financing activities of $8.2 million for the six months ended June 30, 2021. The $126.9 million increase in cash provided by financing activities was primarily due to net borrowings of $132.0 million on the ABL

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Facility during the six months ended June 30, 2022, compared to no net borrowings on the ABL Facility for the six months ended June 30, 2021. Additionally, there was a $1.4 million decrease in payments on finance lease liabilities as the number of finance leases active for the full period has decreased since June 30, 2021.

Cash Requirements

Our material cash commitments consist primarily of obligations under long-term debt, TRAs, finance and operating leases for property and equipment, and purchase obligations as part of normal operations. We have no material off balance sheet arrangements as of June 30, 2022, except for obligations of $27.4 million payable within 2022, $18.2 million in 2023, and $4.2 million payable thereafter. See Note 15—Commitments & Contingencies to the unaudited condensed consolidated financial statements included in “Item 1. Financial Statements (Unaudited)” for information regarding scheduled contractual obligations. There have been no other material changes to cash requirements since the year ended December 31, 2021.

Income Taxes

The Company is a corporation and is subject to U.S. federal, state, and local income tax on its share of Liberty LLC’s taxable income. The Company is also subject to Canada federal and provincial income tax on its foreign operations.

The combined effective tax rate applicable to the Company for the six months ended June 30, 2022 and 2021 was 1.1% and (10.5)%, respectively. The Company’s effective tax rate is significantly less than the federal statutory income tax rate of 21.0% due to the Company recording a valuation allowance on its U.S. net deferred tax assets as of June 30, 2022, due to entering into a three year cumulative pre-tax book loss position, primarily as a result of COVID-19 related losses in 2021. The Company’s effective tax rate is also less than the statutory rate because of foreign operations for 2021, and the non-controlling interest’s share of Liberty LLC’s pass-through results for federal, state and local income tax reporting, upon which no taxes are payable by the Company for the six months ended June 30, 2022 and 2021. The Company recognized income tax expense of $0.2 million and $1.1 million for the three and six months ended June 30, 2022, respectively, and $16.0 million and $8.6 million for the three and six months ended June 30, 2021, respectively, which included the impact of the initial recording of a valuation allowance on a portion of the Company’s deferred tax assets.

Per the Coronavirus Aid, Relief and Economic Security (“CARES”) Act enacted on March 27, 2020, net operating losses (“NOL”) incurred in 2019, and 2020 may be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The Company has previously applied for and expects to receive a NOL carryback refund to recover $5.5 million of cash taxes paid by the Company in 2018. This amount has been reflected as a receivable in the prepaids and other current assets line item in the accompanying audited consolidated balance sheets.

Refer to Note 12— Income Taxes to the consolidated financial statements for additional information related to income tax expense.

Tax Receivable Agreements

Refer to Note 12— Income Taxes to the consolidated financial statements for additional information related to tax receivable agreements.

Critical Accounting Estimates

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates and assumptions (see Note 2—Significant Accounting Policies to the unaudited consolidated financial statements in this Form 10-Q and Note 2—Significant Accounting Policies and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Annual Report). A critical accounting estimate is one that requires our most difficult, subjective or complex estimates and assessments and is fundamental to our results of operations. We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

There have been no material changes in our critical accounting estimates since our Annual Report.

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Item 3. Quantitative and Qualitative Disclosure about Market ~~Risk~~

~~Interest Rate~~ Risk

Our consolidated financial statements are expressed in U.S. dollars, but, effective January 1, 2021, a portion of our operations is conducted in a currency other than U.S. dollars. The Canadian dollar is the functional currency of the Company’s foreign subsidiary as it is the primary currency within the economic environment in which the subsidiary operates. Changes in the exchange rate can affect our revenues, earnings, and the carrying value of our assets and liabilities in our consolidated balance sheet, either positively or negatively. Adjustments resulting from the translation of the subsidiary’s financial statements are reported in other comprehensive income (loss). For the three and six months ended June 30, 2022, the Company recorded foreign currency translation losses to comprehensive income of $3.0 million and $2.0 million, respectively. For the three and six months ended June 30, 2021, the Company recorded foreign currency translation ~~adjustments~~gains to ~~net~~comprehensive loss of $1.3 million and $2.7 million, respectively.

Other exposures to market risk have not changed materially since December 31, ~~2020.~~2021. For quantitative and qualitative disclosures about market risk, in addition to foreign currency translation, see Part II, Item 7(a), “Quantitative and Qualitative Disclosures About Market Risk,” in the Annual Report.

Item 4. Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, ~~2021~~2022 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, ~~2021,~~2022, we continue to integrate the entities acquired in the ~~OneStim~~PropX Acquisition, on ~~December 31, 2020. In connection with~~October 26, 2021. The Company is in the process of integrating PropX’s and our internal controls over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Once integrated, we ~~updated~~will update documentation of our internal controls over financial reporting, as necessary, to reflect modifications to business processes and accounting procedures impacted.

There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, ~~2021~~2022 that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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PART II: OTHER INFORMATION

Item 1. Legal Proceedings

~~Securities Class Actions~~

Information relating to legal proceedings is described in Note 15 to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report, and the information discussed therein is incorporated by reference into this Part II, Item 1.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in the Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results.

The risk factors below are in addition to the risk factors set forth in the Annual Report. There have been no other material changes to the risk factors in the Annual Report.

The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and results of operations.

In February of 2022, Russian military forces invaded Ukraine, and sustained conflict and disruption in the region is likely. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage. As a result of the invasion and ongoing military conflict, governments in the European Union, the United States, the United Kingdom, Switzerland and other countries have implemented and may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories. Such sanctions, and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, supply chain disruptions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations, and could also aggravate the other risk factors that we identify herein.

The choice of forum provisions in our charter and bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Our Amended and Restated Certificate of Incorporation (as amended, the “Charter”) provides that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Charter or the Company’s bylaws, or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine, in each such case subject to Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Our Second Amended and Restated Bylaws (the “Bylaws”) further provide that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (the “Securities Act”). Under the Securities Act, federal and state courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of common stock of the Company will be deemed to have notice of and have consented to the provisions of our Charter and Bylaws related to choice of forum. The choice of forum provisions in our Charter and Bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. Additionally, the enforceability of choice of forum provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in our Charter and Bylaws to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

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There can be no assurance that we will repurchase shares of our Class A Common Stock at all or in any particular amounts.

The stock markets in general have experienced substantial price and trading fluctuations, which have resulted in volatility in the market prices of securities that often are unrelated or disproportionate to changes in operating performance. These broad market fluctuations may adversely affect the trading price of our Class A Common Stock. Price volatility over a given period may also cause the average price at which we repurchase our own Class A Common Stock to exceed the stock’s price at a given point in time. In addition, significant changes in the ~~risk~~trading price of our Class A Common Stock and our ability to access capital on terms favorable to us could impact our ability to repurchase shares of our Class A Common Stock. The timing and amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions, capital allocation alternatives and other factors ~~from those described in~~beyond our ~~Annual Report~~control. Our share repurchase program may be modified, suspended, extended or ~~our other SEC filings.~~terminated by the Company at any time and without notice.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Our mining operations are subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.

Item 5. Other Information

None.

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Item 6. Exhibits

The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.

INDEX TO EXHIBITS

Exhibit

Number

Description

1.1

Underwriting Agreement, dated ~~June 7, 2021,~~April 29, 2022, by and among Liberty Energy Inc., Liberty Oilfield Services New HoldCo LLC, Schlumberger Technology Corporation, BofA Securities, Inc.~~, R/C Energy IV Direct Partnership, L.P., R/C IV Liberty Holdings, L.P.~~ and J.P. Morgan ~~Stanley & Co. LLC~~Securities LLC. (1)

2.1

Master Transaction Agreement, dated as of August 31, 2020, by and among Schlumberger Technology Corporation Limited, Liberty Oilfield Services New HoldCo LLC, LOS Canada Operations Inc. and Liberty Oilfield Services Inc. (2)

3.1

Amended and Restated Certificate of Incorporation of Liberty Oilfield Services Inc. (3)

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation (4)

3.3

Second Amended and Restated Bylaws of Liberty ~~Oilfield Services~~Energy Inc. (4)

4.1

Amended and Restated Stockholders Agreement, dated as of December 31, 2020, by and among Liberty Oilfield Services Inc., R/C IV Liberty Oilfield Services Holdings, L.P., R/C Energy IV Direct Partnership, L.P. and Schlumberger (5)

10.1

Increase Joinder and Seventh Amendment to Credit Agreement, dated July 18, 2022, by and among Liberty Oilfield Services LLC, Liberty Energy Inc., Liberty Oilfield Services New Holdco LLC, R/C IV Non-U.S. LOS Corp, Freedom Proppant LLC, LOS Kermit LLC, LOS Leasing Company LLC, LOS Cibolo RE Investments, LLC, LOS Odessa RE Investments, LLC, Proppant Express Solutions, LLC, ST9 Gas and Oil LLC, Well Fargo Bank, National Association, as Administrative Agent, and the lenders signatory thereto. (6)

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) *

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) *

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **

Mine Safety Disclosure *

101.INS

XBRL Instance Document *

101.SCH

XBRL Taxonomy Extension Schema Document *

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document *

101.LAB

XBRL Taxonomy Extension Label Linkbase Document *

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document *

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document *

(1)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on ~~June 10, 2021.~~May 3, 2022.

(2)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on September 1, 2020.

(3)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on January 18, 2018.

(4)

Incorporated by reference to the registrant’s ~~Amendment No. 1 to the~~ Current Report on Form ~~8-K/A,~~8-K, filed on ~~January 22, 2018.~~April 21, 2022.

(5)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on January 4, 2021.

(6)

Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on July 22, 2022.

Filed herewith.

Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


			Signature
			/s/ Christopher A. Wright
Date:	July ~~29, 2021~~27, 2022	By:	Christopher A. Wright
			Chief Executive Officer (Principal Executive Officer)

			/s/ Michael Stock
Date:	July ~~29, 2021~~27, 2022	By:	Michael Stock
			Chief Financial Officer (Principal Financial Officer)

			/s/ Ryan T. Gosney
Date:	July ~~29, 2021~~27, 2022	By:	Ryan T. Gosney
			Chief Accounting Officer (Principal Accounting Officer)

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	Three Months Ended June 30,		Six Months Ended June 30,
(unaudited, in thousands)	2020		2020
Revenue	$	228,002	$	1,295,453
Net loss	(418,329)		(884,862)
Less: Net loss attributable to non-controlling interests	(80,322)		(187,232)
Net loss attributable to Liberty Oilfield Services Inc. stockholders	$	(338,007)	$	(697,630)
Net loss attributable to Liberty Oilfield Services Inc. stockholders per common share:
Basic	$	(2.26)	$	(4.69)
Diluted	$	(2.26)	$	(4.69)
Weighted average common shares outstanding:
Basic	149,618		148,798
Diluted	149,618		148,798


	Portion of total of consolidated accounts receivable and unbilled revenue as of				Portion of consolidated revenues for the three months ended June 30,				Portion of consolidated revenues for the six months ended June 30,
	June 30, 2021		December 31, 2020		2021		2020		2021		2020
Customer A	0	%	11	%	0	%	0	%	0	%	0	%
Customer B	0	%	11	%	0	%	0	%	0	%	0	%
Customer C	0	%	0	%	0	%	14	%	0	%	15	%
Customer D	0	%	0	%	0	%	14	%	0	%	0	%
Customer E	0	%	0	%	0	%	13	%	0	%	0	%
Customer F	0	%	0	%	0	%	12	%	0	%	0	%