Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On December 31, 2020, Liberty Oilfield Services Inc. (the “Company”), Liberty Oilfield Services New HoldCo LLC (“US Buyer”), and LOS Canada Operations Inc (“Canadian Buyer”), acquired the onshore hydraulic fracturing business (including the pressure pumping, pumpdown perforating, and Permian frac sand businesses (“OneStim”)) of Schlumberger Technology Corporation (“Schlumberger US”) and Schlumberger Canada Limited (“Schlumberger Canada” and, together with Schlumberger US, the “Schlumberger Parties”) (the “OneStim Acquisition”).
The following unaudited pro forma statements combine the historical financial statements of the Company and OneStim after giving effect to (a) pre-closing restructuring and other related matters in connection with the OneStim Acquisition, and (b) the OneStim Acquisition using the acquisition method of accounting for business combinations and incorporating preliminary estimates, assumptions and pro forma adjustments as described in the accompanying notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined balance sheet gives effect to the OneStim Acquisition as if it had occurred on September 30, 2020. The unaudited pro forma condensed combined statements of operations give effect to the OneStim Acquisition as if it had occurred on January 1, 2019.
The unaudited pro forma condensed combined financial statements were prepared using: (a) the Company’s consolidated financial statements as of and for the year ended December 31, 2019, as included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2020; (b) the historical combined financial statements of OneStim as of and for the year ended December 31, 2019, as included in this Current Report on Form 8-K/A; (c) the Company’s unaudited consolidated financial statements as of and for the nine months ended September 30, 2020, as included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 30, 2020; and (d) the unaudited historical combined financial statements of OneStim as of and for the nine months ended September 30, 2020, as included in this Current Report on Form 8-K/A.
The unaudited pro forma condensed combined financial statements are presented to reflect the OneStim Acquisition and do not represent what the Company’s results of operations or financial position would actually have been had the OneStim Acquisition occurred on the dates noted above, or project the Company’s results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the OneStim Acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on the Company’s results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made. Certain of OneStim’s historical amounts have been reclassified to conform to the financial statement presentation of the Company.
The pro forma adjustments reflect various elements of the OneStim Acquisition and pre-closing restructuring transactions associated therewith. Additionally, these adjustments reflect the removal of certain of the assets and liabilities of the Schlumberger Parties are to be retained by the Schlumberger Parties at the closing of the OneStim Acquisition, including those related to certain sand mines and related facilities, leases of certain facilities, equipment and other assets and certain supply contracts. Certain expenses reflected in the historical combined financial statements of OneStim are an allocation of corporate expenses from other Schlumberger Limited (“Schlumberger”) affiliates. These expenses include, but are not limited to, centralized Schlumberger support functions such as corporate executive management, human resources, finance, information technology, facilities, and legal, among others. The actual costs that may have been incurred if OneStim had operated as a standalone company would be dependent on a number of factors and the Company has made certain adjustments to such costs as described below. As such, the historical combined financial statements of OneStim do not necessarily reflect the financial position and results of operations that would have resulted if it had operated as a standalone company during the periods presented.
The Company is developing a plan to integrate the operations of the Company and OneStim after the OneStim Acquisition. In connection with that plan, management anticipates that certain non-recurring charges, such as operational relocation expenses, employee severance costs, field equipment upgrading and standardization, product rebranding and consulting expenses, will be incurred in connection with this integration. Management cannot identify the timing, nature and amount of such charges as of the date of this filing. However, any such charge could
1