Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 04, 2018 | |
Class of Stock [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | LBRT | |
Entity Registrant Name | Liberty Oilfield Services Inc. | |
Entity Central Index Key | 1,694,028 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Shares of Class A Common Stock | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 69,971,274 | |
Shares of Class B Common Stock | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 48,207,372 |
Condensed Consolidated and Comb
Condensed Consolidated and Combined Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 98,070 | $ 16,321 |
Accounts receivable—trade | 211,467 | 195,961 |
Accounts receivable—related party | 7,982 | 3,984 |
Unbilled revenue | 74,078 | 58,784 |
Unbilled revenue—related party | 0 | 59 |
Inventories | 60,072 | 55,524 |
Prepaid and other current assets | 26,847 | 21,396 |
Total current assets | 478,516 | 352,029 |
Property and equipment, net | 549,297 | 494,776 |
Other assets | 11,113 | 5,298 |
Total assets | 1,038,926 | 852,103 |
Current liabilities: | ||
Accounts payable | 139,084 | 66,846 |
Accrued liabilities: | ||
Accrued vendor invoices | 60,162 | 78,646 |
Operational accruals | 12,666 | 32,208 |
Accrued salaries and benefits | 22,461 | 24,990 |
Deferred revenue | 6,784 | 9,231 |
Accrued interest and other | 8,487 | 6,573 |
Accrued liabilities—related party | 0 | 2,000 |
Current portion of long-term debt, net of discount of $1,380 and $1,739, respectively | 370 | 11 |
Total current liabilities | 250,014 | 220,505 |
Long-term debt, net of discount of $4,811 and $6,466, respectively, less current portion | 106,905 | 196,346 |
Deferred tax liability | 28,796 | 0 |
Payable pursuant to tax receivable agreement | 2,291 | 0 |
Total liabilities | 388,006 | 416,851 |
Commitments & contingencies (Note 12) | ||
Redeemable common units | 0 | 42,486 |
Member equity: | ||
Member equity | 0 | 392,766 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Additional paid in capital | 347,965 | 0 |
Retained earnings | 23,675 | 0 |
Total stockholders' equity | 372,822 | 0 |
Noncontrolling interest | 278,098 | 0 |
Total equity | 650,920 | 392,766 |
Total liabilities and equity | 1,038,926 | 852,103 |
Class A, $0.01 par value, 400,000,000 shares authorized and 69,971,274 issued and outstanding as of March 31, 2018 and none issued and outstanding as of December 31, 2017 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common stock, par value $0.01 | 700 | 0 |
Class B, $0.01 par value, 400,000,000 shares authorized and 48,207,372 issued and outstanding as of March 31, 2018 and none issued and outstanding as of December 31, 2017 | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] | ||
Common stock, par value $0.01 | $ 482 | $ 0 |
Condensed Consolidated and Com3
Condensed Consolidated and Combined Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current portion of long-term debt, discount | $ 1,380 | $ 1,739 |
Long-term debt, discount | $ 4,811 | $ 6,466 |
Shares of Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 0 |
Common stock, shares issued (in shares) | 69,971,274 | 0 |
Common stock, shares outstanding (in shares) | 69,971,274 | 0 |
Shares of Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0 |
Common stock, shares authorized (in shares) | 400,000,000 | 0 |
Common stock, shares issued (in shares) | 48,207,372 | 0 |
Common stock, shares outstanding (in shares) | 48,207,372 | 0 |
Condensed Consolidated and Com4
Condensed Consolidated and Combined Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenue: | ||
Revenue | $ 491,098 | $ 249,218 |
Revenue—related parties | 4,062 | 3,176 |
Total revenue | 495,160 | 252,394 |
Operating costs and expenses: | ||
Cost of services (exclusive of depreciation and amortization shown separately below) | 376,827 | 211,633 |
General and administrative | 21,677 | 17,084 |
Depreciation and amortization | 28,016 | 14,146 |
Loss (gain) on disposal of assets | 80 | (43) |
Total operating costs and expenses | 426,600 | 242,820 |
Operating income | 68,560 | 9,574 |
Other expense: | ||
Interest expense | (6,494) | (1,452) |
Net income before income taxes | 62,066 | 8,122 |
Income tax expense | 8,079 | 0 |
Net income | 53,987 | 8,122 |
Less: Net income attributable to Predecessor, prior to Corporate Reorganization | 8,705 | 8,122 |
Less: Net income attributable to noncontrolling interests | 21,607 | 0 |
Net income attributable to Liberty Oilfield Services Inc. stockholders | $ 23,675 | $ 0 |
Net income attributable to Liberty Oilfield Services Inc. stockholders per common share: | ||
Basic (in dollars per share) | $ 0.34 | |
Diluted (in dollars per share) | $ 0.34 | |
Weighted average common shares outstanding: | ||
Basic (in shares) | 68,923,719 | |
Diluted (in shares) | 118,182,439 |
Condensed Consolidated and Com5
Condensed Consolidated and Combined Statement of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Total | Members' Equity | Additional Paid in Capital | Retained Earnings | Total Stockholders' equity | Noncontrolling Interest | Shares of Class A Common Stock | Shares of Class A Common StockCommon Stock | Shares of Class B Common Stock | Shares of Class B Common StockCommon Stock |
Beginning Balance at Dec. 31, 2017 | $ 392,766 | $ 392,766 | ||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2017 | 392,766 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Return on redeemable common units | (149) | (149) | ||||||||
Net income (loss) | 8,705 | 8,705 | ||||||||
Ending Balance at Jan. 17, 2018 | 401,322 | |||||||||
Ending balance (in shares) at Jan. 17, 2018 | 69,975,174 | 0 | 48,207,372 | 0 | ||||||
Ending balance at Jan. 17, 2018 | 401,322 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning Balance at Dec. 31, 2017 | 392,766 | 392,766 | ||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 0 | 0 | ||||||||
Beginning balance at Dec. 31, 2017 | 392,766 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net income (loss) | 23,675 | |||||||||
Ending Balance at Mar. 31, 2018 | 0 | 0 | ||||||||
Ending balance (in shares) at Mar. 31, 2018 | 69,971,274 | 69,971,000 | 48,207,372 | 48,207,000 | ||||||
Ending balance at Mar. 31, 2018 | 650,920 | 347,965 | 23,675 | 372,822 | 278,098 | $ 700 | $ 482 | |||
Beginning Balance at Jan. 17, 2018 | 401,322 | |||||||||
Beginning balance (in shares) at Jan. 17, 2018 | 69,975,174 | 0 | 48,207,372 | 0 | ||||||
Beginning balance at Jan. 17, 2018 | 401,322 | 0 | 0 | 0 | 0 | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Exchange of Liberty LLC Units for Class A Common Stock and Class B Common Stock and extinguishment of Redeemable Common Units | 46,544 | (401,322) | 446,824 | 447,866 | $ 560 | $ 482 | ||||
Exchange of Liberty LLC Units for Class A Common Stock and Class B Common Stock (shares) | 55,986,000 | 48,207,000 | ||||||||
Net deferred tax liability due to corporate reorganization | (28,620) | (28,620) | (28,620) | |||||||
Issuance of Class A Common Stock, net of underwriter discount and offering costs | 219,933 | 219,790 | 219,933 | $ 143 | ||||||
Issuance of Class A Common Stock, net of underwriter discount and offering costs (shares) | 14,340,000 | |||||||||
Redemption of Legacy Ownership, net of underwriter discount | (25,897) | (25,881) | (25,897) | $ (16) | ||||||
Redemption of Legacy Ownership, net of underwriting discount (shares) | (1,609,000) | |||||||||
Issuance of Restricted Stock | 0 | (13) | 0 | $ 13 | ||||||
Issuance of Restricted Stock (shares) | 1,258,000 | |||||||||
Liability due to tax receivable agreement | (2,291) | (2,291) | (2,291) | |||||||
Initial allocation of noncontrolling interest of Liberty LLC effective on the date of the IPO | 0 | (261,844) | (261,844) | 261,844 | ||||||
Distribution paid and payable to non-controlling interest unitholders | (5,353) | (5,353) | ||||||||
Restricted stock forfeited | 0 | 0 | $ 0 | |||||||
Restricted stock forfeited (shares) | (4,000) | |||||||||
Net income (loss) | 45,282 | 23,675 | 23,675 | 21,607 | ||||||
Ending Balance at Mar. 31, 2018 | 0 | $ 0 | ||||||||
Ending balance (in shares) at Mar. 31, 2018 | 69,971,274 | 69,971,000 | 48,207,372 | 48,207,000 | ||||||
Ending balance at Mar. 31, 2018 | $ 650,920 | $ 347,965 | $ 23,675 | $ 372,822 | $ 278,098 | $ 700 | $ 482 |
Condensed Consolidated and Com6
Condensed Consolidated and Combined Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 53,987 | $ 8,122 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 28,016 | 14,146 |
Loss (gain) on disposal of assets | 80 | (43) |
Amortization of debt issuance costs | 2,310 | 109 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,506) | 2,243 |
Accounts receivable—related party | (3,998) | 5,017 |
Unbilled revenue | (15,294) | (6,437) |
Unbilled revenue—related party | 59 | 2,487 |
Inventories | (4,548) | (3,959) |
Prepaid and other current assets | (20,927) | (8,071) |
Accounts payable and accrued liabilities | 6,523 | 69,900 |
Accounts payable and accrued liabilities—related party | 0 | 775 |
Net cash provided by operating activities | 30,702 | 84,289 |
Cash flows from investing activities: | ||
Capital expenditures | (54,985) | (124,885) |
Proceeds from disposal of assets | 251 | 263 |
Net cash used in investing activities | (54,734) | (124,622) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of underwriter discount | 230,174 | 0 |
Redemption of LLC Units from Legacy Owners | (25,897) | 0 |
Repayments of borrowings on term loan | (61,097) | (3,000) |
Proceeds from borrowings on line-of-credit | 0 | 5,000 |
Repayments of borrowings on line-of-credit | (30,000) | 0 |
Proceeds from Liberty Oilfield Services Holdings LLC | 2,115 | 0 |
Payments on capital lease obligations | 0 | (119) |
Proceeds from issuance of redeemable common units | 0 | 39,794 |
Distribution paid to non-controlling interest unitholders | (4,125) | 0 |
Payment of deferred equity offering costs | (5,389) | 0 |
Net cash provided by financing activities | 105,781 | 41,675 |
Net increase in cash and cash equivalents | 81,749 | 1,342 |
Cash and cash equivalents—beginning of period | 16,321 | 11,484 |
Cash and cash equivalents—end of period | 98,070 | 12,826 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 5,934 | 0 |
Cash paid for interest | 4,441 | 2,004 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | $ 46,569 | $ 41,327 |
Organization, Operations and Ba
Organization, Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Operations and Basis of Presentation | Organization and Basis of Presentation Organization 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 (as detailed below, the “Corporate Reorganization”) and planned initial public offering of the Company (“IPO”). Prior to the Corporate Reorganization, Liberty Oilfield Services Holdings LLC (“Liberty Holdings”) wholly owned Liberty Oilfield Services LLC (“LOS”) and LOS Acquisition CO I LLC (“ACQI” and, together with LOS, the “Predecessor”), which includes the assets and liabilities of LOS Odessa RE Investments, LLC (“Odessa”) and LOS Cibolo RE Investments, LLC (“Cibolo”). Following the Corporate Reorganization, Liberty LLC wholly owns the Predecessor. Effective March 22, 2018 the assets of ACQI were contributed into LOS and ACQI was dissolved. The Company, together with its subsidiaries, is a multi-basin provider of hydraulic fracturing services, with a focus on deploying the latest technologies in the technically demanding oil and gas reservoirs in which it operates, principally in North Dakota, Colorado, Wyoming and Texas. Corporate Reorganization In connection with the IPO, the Company completed a series of organizational transactions, including the following: • Liberty Holdings contributed all of its assets to Liberty LLC in exchange for Liberty LLC Units (as defined below); • Liberty Holdings liquidated and distributed to its then-existing owners (the “Legacy Owners”) Liberty LLC Units pursuant to the terms of the limited liability company agreement of Liberty Holdings and the Master Reorganization Agreement dated as of January 11, 2018, by and among the Company, Liberty Holdings, Liberty LLC, and the other parties named therein (the “Master Reorganization Agreement”); • Certain of the Legacy Owners directly or indirectly contributed all or a portion of their Liberty LLC Units to the Company in exchange for 55,685,027 shares of our Class A common stock, par value $0.01 per share (the “Class A Common Stock”), and 1,258,514 restricted shares of Class A Common Stock. Subsequent to the initial exchange, 1,609,122 shares of Class A Common Stock were redeemed for an aggregate price of $25.9 million , upon the exercise of the underwriters' overallotment option; • the Company issued, at par, the Legacy Owners that continued to own Liberty LLC Units (the “Liberty Unit Holders”) an aggregate amount of 48,207,372 shares of our Class B common stock, par value $0.01 per share (the “Class B Common Stock”); and • the Company contributed the net proceeds it received from the IPO to Liberty LLC in exchange for additional Liberty LLC Units such that the Company holds a total number of Liberty LLC Units equal to the number of shares of Class A Common Stock outstanding following the IPO. Initial Public Offering On January 17, 2018 the Company completed its IPO of 14,640,755 shares of its Class A Common Stock at a public offering price of $17.00 per share, of which 14,340,214 shares were offered by the Company and 300,541 were offered by the selling shareholder. The Company received $220.0 million net proceeds, after deducting approximately $13.4 million in underwriting discounts and commissions and $10.4 million of other offering costs. The Company did not receive any proceeds from the sale of the shares of Class A Common Stock by the selling shareholder. The Company used $25.9 million of net proceeds to redeem ownership interests in Liberty LLC from the Legacy Owners. The Company contributed the remaining net proceeds to Liberty LLC in exchange for units in Liberty LLC (the “Liberty LLC Units”). Liberty LLC used a portion of these net proceeds (i) to repay outstanding borrowings and accrued interest under the Predecessor’s ABL Facility (as defined herein), totaling approximately $30.1 million , (ii) to repay 35% of the Predecessor’s outstanding borrowings, accrued interest and prepayment premium under the Term Loan Facility (as defined herein), totaling approximately $62.5 million and (iii) for general corporate purposes, including repayment of additional indebtedness and funding a portion of 2018 and other future capital expenditures. Following the IPO and as of March 31, 2018 , the Company owns 59.2% of Liberty LLC. Upon completion of the IPO and Corporate Reorganization, (i) the Company is a holding company with no material assets other than its ownership of Liberty LLC, and (ii) the Company had 69,975,174 shares of Class A Common Stock and 48,207,372 shares of Class B Common Stock issued and outstanding, of which 55,334,419 shares of Class A Common Stock and all shares of Class B Common Stock were held by the Legacy Owners. Basis of Presentation The accompanying unaudited condensed consolidated and combined financial statements were prepared using generally accepted accounting principles 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 generally accepted accounting principles for annual financial statements and should be read together with our annual financial statements included in the 2017 Annual Report on Form 10-K. The accompanying unaudited condensed consolidated and combined financial statements and related notes present the consolidated financial position, results of operations, cash flows, and equity of the Company as of and for the three months ended March 31, 2018 and the combined financial position, results of operations, and cash flows of the Predecessor as of December 31, 2017 and for the three months ended March 31, 2017 . All intercompany amounts have been eliminated in the presentation of these unaudited condensed consolidated and combined financial statements. Comprehensive income is not reported due to the absence of items of other comprehensive income or loss during the periods presented. The condensed consolidated and combined financial statements include financial data at historical cost as the contribution of assets is considered to be a reorganization of entities under common control. The condensed consolidated and combined financial statements may not be indicative of the actual level of assets, liabilities and costs that would have been incurred by the Predecessor if it had operated as an independent, publicly-traded company during the periods prior to the IPO or of the costs expected to be incurred in the future. In the opinion of management, the adjustments necessary for a fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been made. Such adjustments are of a normal recurring nature. The unaudited condensed consolidated and combined financial statements for periods prior to January 17, 2018, reflect the historical results of Predecessor. The unaudited condensed consolidated financial statements include the amounts of the Company and all majority owned subsidiaries where we have the ability to exercise control. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Revenue Recognition Effective January 1, 2018, the Company adopted a comprehensive new revenue recognition standard, Accounting Standard Codification (“ASC”) Topic 606- Revenue from Contracts with Customers . The details of the significant changes to accounting policies resulting from the adoption of the new standard are set out below. The Company adopted the standard using a modified retrospective method; accordingly, the comparative information for the three months ended March 31, 2017 has not been adjusted and continues to be reported under the previous revenue standard. The adoption of this standard did not have a material impact to the condensed consolidated financial position, reported revenue, results of operations or cash flows as of and for the three months ended March 31, 2018. Under the new standard, revenue recognition is based on the transfer of control, or our customer’s ability to benefit from our services and products in an amount that reflects the consideration expected to be received in exchange for those services and products. In recognizing revenue for services and products, the transaction price is determined from sales orders or contracts with customers. Revenue is recognized at the completion of each fracturing stage, and in most cases the price at the end of each stage is fixed, however, in limited circumstances contracts may contain variable consideration. Variable consideration typically may relate to discounts, price concessions and incentives. We estimate variable consideration based on the amount of consideration we expect to receive. The Company accrues revenue on an ongoing basis to reflect updated information for variable consideration as performance obligations are met. The Company also assesses customers’ ability and intention to pay, which is based on a variety of factors including historical payment experience and financial condition. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 45 days. From time to time, the Company may require partial payment in advance from new customers to secure credit or from existing customers in order to secure additional hydraulic fracturing services. Initially, such payments are recorded in the accompanying condensed consolidated and combined financial statements as deferred revenue, and upon performance of the agreed services, the Company recognizes revenue consistent with its revenue recognition policy described above. As of March 31, 2018 , the Company had $6.8 million recorded as deferred revenue related to the unearned portion of a prepayment from an existing customer to secure additional services from a new fleet by the end of 2017. The new fleet commenced services in December 2017, and the Company applies the prepayment in accordance with the customer agreement as services are performed. During the three months ended March 31, 2018 , the Company recognized $2.4 million of the prepayment to revenue. Fleet Start-up Costs The Company incurs start-up costs to commission a new fleet or district. These costs include hiring and training of personnel, and acquisition of consumable parts and tools. Start-up costs are expensed as incurred, and are reflected in general and administrative expense in the combined statement of operations. Start-up costs for the three months ended March 31, 2018 and 2017 , were $3.3 million and $4.6 million , respectively. Start-up costs incurred during the three months ended March 31, 2018 and 2017 related to the establishment of two new fleets during each respective period. The terms and conditions of the Credit Facilities, defined herein, between the Company and its lenders provides for the add-back of costs or expenses incurred in connection with the acquisition, deployment and opening of any new hydraulic fracturing fleet or district in the computation of certain financial covenants. (See Note 5). Recently Adopted Accounting Standards In May 2014 the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additional disclosures are required to describe the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company adopted this standard on January 1, 2018 using the modified retrospective method. The Company did not record a cumulative effect adjustment to the opening balance of retained earnings, as no adjustment was necessary. The adoption of this standard did not impact the Company's reported revenue, net income or cash flows. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The adoption of ASU 2016-01 did not have a material impact on the consolidated financial statements of the Company. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on eight different issues, intended to reduce diversity in practice on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The adoption of ASU 2016-15 did not have a material impact on the consolidated financial statements of the Company. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” which requires entities to recognize the tax consequences of intercompany asset transfers in the period in which the transfer takes place, with the exception of inventory transfers. The adoption of ASU 2016-16 did not have a material impact on the consolidated financial statements of the Company. In May 2017, the FASB issued ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance to increase clarity and reduce both diversity in practice and cost and complexity when applying the existing accounting guidance on changes to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 require an entity to account for the effects of a modification unless all the following are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance in ASU 2017-09 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company’s adoption of this guidance did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a purchase financed by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similarly to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated and combined financial statements as the Company has certain operating and real property lease arrangements for which it is the lessee. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2019, with a modified-retrospective approach to be used for implementation. ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Specifically, this new guidance requires using a forward looking, expected loss model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This will replace the currently used model and may result in an earlier recognition of allowance for losses. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: March 31, December 31, ($ in thousands) 2018 2017 Proppants $ 31,750 $ 30,523 Chemicals 11,865 10,660 Maintenance parts 16,457 14,341 $ 60,072 $ 55,524 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: Estimated March 31, December 31, ($ in thousands) 2018 2017 Land N/A $ 4,495 $ 4,495 Field services equipment 2-7 637,102 572,096 Vehicles 4-7 61,356 60,815 Buildings and facilities 5-30 24,713 24,260 Office equipment, furniture, and software 2-7 6,038 5,879 733,704 667,545 Less accumulated depreciation and amortization (226,090 ) (198,453 ) 507,614 469,092 Construction in-progress N/A 41,683 25,684 $ 549,297 $ 494,776 During the three months ended March 31, 2018 and 2017 , the Company recognized depreciation expense of $28.0 million and $14.1 million , respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of debt: March 31, December 31, ($ in thousands) 2018 2017 Term Loan Outstanding $ 113,466 $ 174,562 Revolving Line of Credit — 30,000 Deferred financing costs and original issue discount (6,191 ) (8,205 ) Total debt, net of deferred financing costs and original issue discount $ 107,275 $ 196,357 Current portion of long-term debt, net of discount $ 370 $ 11 Long-term debt, net of discount and current portion 106,905 196,346 $ 107,275 $ 196,357 On September 19, 2017, the Company entered into two new credit agreements for a revolving line of credit up to $250.0 million (the “ABL Facility”) and a $175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”). Following is a description of the ABL Facility and the Term Loan Facility. ABL Facility Under the terms of the ABL Facility, up to $250.0 million may be borrowed, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory. As of March 31, 2018 , the borrowing base was calculated to be $213.0 million , and the Company had no borrowings outstanding, except for a letter of credit in the amount of $0.3 million , with $212.8 million of remaining availability. Borrowings under the ABL Facility bear interest at 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 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 September 19, 2022, or 90 days prior to the final maturity of the Term Loan Facility. 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., 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 $113.5 million remained outstanding as of March 31, 2018 . 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 rate on borrowings was 9.5% as of March 31, 2018 . The Company is required to make quarterly principal payments of 1% per annum of the initial principal balance, commencing on December 31, 2017, with final payment due at maturity on September 19, 2022. The Term Loan Facility is collateralized by the fixed assets of LOS and 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, drops below a specified level. Under the ABL Facility, the Company is required to maintain a minimum fixed charge coverage ratio, as defined, 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 report if the Company’s liquidity, as defined, is less than $25.0 million for at least five consecutive business days. The Company was in compliance with these covenants as of March 31, 2018 . Maturities of debt are as follows: ($ in thousands) Years Ending March 31, 2019 $ 1,750 2020 2,188 2021 1,750 2022 1,750 2023 106,028 $ 113,466 |
Redeemable Common Units
Redeemable Common Units | 3 Months Ended |
Mar. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Common Units | Redeemable Common Units During February 2017, ACQI received $39.8 million in cash from Liberty Holdings in exchange for 40,000,000 redeemable common units of ACQI which accrue a return of 8% per annum (the “Redeemable Common Units”). The Redeemable Common Units were redeemable at the option of the holder on the later of (A) the earlier of an initial public offering or March 23, 2020 and (B) the second business day after all principal and interest outstanding under the ABL Facility have been paid in full and commitments thereunder are terminated. In accordance with ASC 505, “Equity ” , due to their conditional redemption feature, the Redeemable Common Units were classified as temporary equity in the accompanying combined balance sheet as of December 31, 2017 . The Redeemable Common Units were deemed extinguished and satisfied in full in connection with the Corporate Reorganization (see Note 1). |
Fair Value Measurements and Fin
Fair Value Measurements and Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Financial Instruments | 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 at 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 at 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. 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 corroborated market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborated 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 three months ended March 31, 2018 and 2017 . The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, long-term debt, and capital lease obligations. These financial instruments do not require disclosure by level. The carrying values of all the Company’s financial instruments included in the accompanying balance sheets approximated or equaled their fair values at March 31, 2018 and December 31, 2017 . • The carrying values of cash and cash equivalents, accounts receivable and accounts payable (including accrued liabilities) approximated fair value at March 31, 2018 and December 31, 2017 , due to their short-term nature. • The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value at March 31, 2018 and December 31, 2017 , as the effective interest rates approximated market rates. 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 combined financial statements. There were no such measurements required as of March 31, 2018 and December 31, 2017 . 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 balances on deposit with financial institutions total $98.1 million and $16.3 million as of March 31, 2018 and December 31, 2017 , respectively, which exceeded FDIC insured limits. The Company regularly monitors these institutions’ financial condition. The majority of the Company’s customers have stated payment terms of 45 days or less. As of March 31, 2018 and December 31, 2017 , two customers accounted for 23% and 22% of total accounts receivable and unbilled revenue, respectively. The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers. During the three months ended March 31, 2018 and 2017 , two customers accounted for 27% and 44% of total revenue, respectively. As of March 31, 2018 and December 31, 2017 , the Company had no provision for doubtful accounts. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Equity | Equity Class A Common Stock The Company had a total of 69,971,274 shares of Class A Common Stock outstanding as of March 31, 2018 , which includes 959,457 shares of restricted stock. Holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders and are entitled to ratably receive dividends when and if declared by the Company's board of directors. Class B Common Stock The Company had a total 48,207,372 shares of Class B Common Stock outstanding as of March 31, 2018 . Holders of the Class B Common Stock are entitled to one vote per share on all matters to be voted upon by stockholders. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to the Company's stockholders for their vote or approval, except with respect to amendment of certain provisions of the Company's certificate of incorporation that would alter or change the powers, preferences or special rights of the Class B Common Stock so as to affect them adversely, which amendments must be by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class, or as otherwise required by applicable law. Holders of Class B Common Stock do not have any right to receive dividends, unless the dividend consists of Class B Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B Common Stock paid proportionally with respect to each outstanding share of Class B Common Stock and a dividend consisting of shares of Class A Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class A Common Stock on the same terms is simultaneously paid to the holders of Class A Common Stock. Holders of Class B Common Stock do not have any right to receive a distribution upon liquidation or winding up of the Company. The Liberty LLC Unit holders generally have the right (the “Redemption Right”) to cause Liberty LLC to acquire all or a portion of their Liberty LLC Units (and a corresponding number of shares of Class B Common Stock), for, at Liberty LLC's election, (i) shares of Class A Common Stock, at a redemption ratio of one share of Class A Common Stock for each Liberty LLC Unit (and corresponding share of Class B Common Stock) redeemed, (subject to conversion rate adjustments for stock splits, stock dividends, and reclassifications and other similar transactions) or (ii) an equivalent amount of cash. Alternatively, upon the exercise of the Redemption Right, the Company (instead of Liberty LLC) will have the right (the “Call Right”) to, for administrative convenience, acquire each tendered Liberty LLC Unit directly from the redeeming Liberty Unit holder for, at its election, (x) one share of Class A Common Stock or (y) an equivalent amount of cash. In addition, upon a change of control of the Company, the Company has the right to require each holder of Liberty LLC Units (other than the Company) to exercise its Redemption Right with respect to some or all of such unitholder’s Liberty LLC Units. In connection with any redemption of Liberty LLC Units pursuant to the Redemption Right or the Call Right, the corresponding number of shares of Class B Common Stock will be canceled. Net Income per Share Basic net income per share measures the performance of an entity over the reporting period. Diluted net income 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. The following table reflects the allocation of net income to common stockholders and net income per share computations for the periods indicated based on a weighted average number of common stock outstanding for period subsequent to the Corporate Reorganization on January 17, 2018: ($ in thousands) Three Months Ended March 31, 2018 Basic Net Income Per Share Numerator: Net income attributable to Liberty Oilfield Services Inc. Stockholders $ 23,675 Denominator: Basic weighted average shares outstanding 68,923,719 Basic net income per share attributable to Liberty Oilfield Services Inc. Stockholders $ 0.34 Diluted Net Income Per Share Numerator: Net income attributable to Liberty Oilfield Services Inc. Stockholders $ 23,675 Effect of exchange of the shares of Class B Common stock for shares of Class A Common Stock 16,311 Diluted net income attributable to Liberty Oilfield Services Inc. Stockholders $ 39,986 Denominator: Basic weighted average shares outstanding 68,923,719 Effect of dilutive securities: Restricted Stock 1,051,348 Class B Common Stock 48,207,372 Diluted weighted average shares outstanding 118,182,439 Diluted net income per share attributable to Liberty Oilfield Services Inc. Stockholders $ 0.34 LLC Interest Issuance Prior to the IPO and Corporate Reorganization, as described in Note 1, Liberty Holdings issued membership interests to investors in exchange for cash consideration. Total member contributions as of December 31, 2017 were $275.7 million , net of commitment and issuance fees. On January 17, 2018, in connection with the Corporate Reorganization, these membership interests were exchanged for Liberty LLC Units. See Note 1 for additional information regarding the Corporate Reorganization. Unit-Based Compensation Prior to the IPO and Corporate Reorganization, Liberty Holdings issued Class B units of Liberty Holdings (“Legacy Units”) to certain eligible employees of the Company. The Legacy Units were non-voting, except with respect to such matters that units are entitled to vote as a matter of law. In such cases, each Legacy Unit entitled the holder to 1/1000th of one vote. Certain Legacy Units granted to eligible participants had an assigned benchmark value and were subject to vesting in accordance with the terms of each award letter. Upon termination of the holder's employment for any reason, Liberty Holdings had the right, but not the obligation, to repurchase from the recipient those vested Legacy Units at fair value. The Company recognizes compensation expense for equity-based Legacy Units issued to employees based on the grant-date fair value of the awards and each award’s requisite service period. With the assistance from a third-party valuation expert, the Predecessor determined that the Legacy Units issued to employees were deemed to have a de minimis grant-date fair value based on their assigned benchmark values. In connection with the Corporate Reorganization, the unvested Legacy Units were exchanged for 1,258,514 shares of Restricted Stock with the same terms and requisite vesting conditions as the Legacy Units. There was no change in the classification of the awards, and the fair value of the awards was the same immediately before and after the exchange. As such, in accordance with ASU 2017-07, modification accounting was not applicable, and the restricted stock awards continue to be recognized at the grant date fair value of the Legacy Units. Restricted Stock Awards Restricted stock awards are awards of Class A Common Stock that are subject to restrictions on transfer and to a risk of forfeitures if the award recipient is no longer an employee or director of the Company for any reason prior to the lapse of the restrictions. The following table summarizes the Company's unvested restricted stock activity for the three months ended March 31, 2018 : Number of Shares Grant Date Fair Value per Share (1) Shares of Restricted Stock Issued in Exchange for Legacy Units 1,258,514 — Vested (295,157 ) — Forfeited (3,900 ) — Outstanding at March 31, 2018 959,457 $ — (1) As discussed above the shares of Restricted Stock retain the grant date fair value of the Legacy Units. Long Term Incentive Plan On January 11, 2018, the Company adopted the Long Term Incentive Plan (“LTIP”) to incentivize employees, officers, directors and other service providers of the Company and its affiliates. The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards and performance awards. Subject to adjustment in the event of certain transaction or changes of capitalization in accordance with the LTIP, 12,908,734 shares of Class A Common Stock have been reserved for issuance pursuant to awards under the LTIP. Class A Common stock subject to an award that expires or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. As a result of the IPO and Corporate Reorganization, the Company recorded deferred tax assets and liabilities for the difference between the book value of assets and liabilities for financial reporting purposes and those amounts applicable for income tax purposes. Deferred tax assets have been recorded for tax attributes contributed to the Company as part of the reorganization. Deferred tax liabilities of $28.8 million have been recorded in connection with the Liberty LLC Units acquired through reorganization. The initial deferred tax liability is recorded as a long term liability and additional paid in capital on the condensed consolidated balance sheet as of March 31, 2018 . The effective combined U.S. federal and state income tax rate applicable to the Company for the period commencing on January 17, 2018, the date of the Corporate Reorganization, through March 31, 2018 was 13.0% . The Company’s effective tax rate is significantly less than the statutory tax rate of 21.0% primarily due to the shortened taxable period, as the Company was a pass-through entity prior to the IPO, and because no taxes are payable by the Company for the non-controlling interest’s share of Liberty LLC’s pass through results for federal, state and local income tax reporting. The Company recognized income tax expense of $8.1 million for the period commencing on January 17, 2018, the date of the Corporate Reorganization, through March 31, 2018 . Tax Receivable Agreements In connection with the IPO, on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with the R/C Energy IV Direct Partnership, L.P. and the Legacy 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 the Redemption Right or the Company's Call Right, (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. The term of each TRA commenced on January 17, 2018, and will continue until all such tax benefits that are subject to such TRA have been utilized or expired, unless the Company experiences a change of control (as defined in the TRAs, which includes certain mergers, asset sales and other forms of business combinations) or the TRAs are terminated early (at the Company's election or as a result of its breach), and the Company makes the termination payments specified in such TRA. The amounts payable, as well as the timing of any payments, under the TRAs are dependent upon significant future events and assumptions, including the timing of the redemptions of Liberty LLC Units, the price of our Class A Common Stock at the time of each redemption, the extent to which such redemptions are taxable transactions, the amount of the redeeming unit holder's tax basis in its Liberty LLC Units at the time of the relevant redemption, the depreciation and amortization periods that apply to the increase in tax basis, the amount of net operating losses available to the Company as a result of the Corporate Reorganization, the amount and timing of taxable income the Company generates in the future, the U.S. federal income tax rate then applicable, and the portion of the Company’s payments under the TRAs that constitute imputed interest or give rise to depreciable or amortizable tax basis. As of March 31, 2018 , there have been no payments associated with the TRA. Prior to the Corporate Reorganization, one of the Legacy Owners contributed a portion of its member interest in Liberty Holdings to R/C IV Non-U.S. LOS Corp (“R/C IV”). Subsequently, in conjunction with the Corporate Reorganization, R/C IV was contributed to Liberty LLC. R/C IV had net operating loss carryforwards totaling $11.1 million for federal income tax purposes and $7.8 million for certain state income tax purposes. As a result of the Company being in a net income position and the expected utilization of deferred tax assets, the tax attributes contributed to the Company included a deferred tax asset of $2.6 million . As of March 31, 2018 , the Company recognized a $2.3 million payable pursuant to the TRAs, or 85% of the deferred tax asset that is expected to be realized. |
Defined Contribution Plan
Defined Contribution Plan | 3 Months Ended |
Mar. 31, 2018 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Defined Contribution Plan The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company makes matching contributions, which were temporarily suspended in May 2015, but were resumed in April 2017 at a rate of $1.00 for each $1.00 of employee contribution, subject to a cap of 3% of the employee’s salary. In October 2017, the cap on these contributions was increased to 6% of the employee’s base salary. Contributions made by the Company were $3.3 million and $0 for the three months ended March 31, 2018 and 2017 , respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In connection with the Corporate Reorganization, the Company engaged in transactions with affiliates (see Note 1) including entering into two tax receivable agreements with affiliates (see Note 9). Also in conjunction with the Corporate Reorganization, Liberty Holdings contributed $2.1 million of assets to Liberty LLC, Redeemable Common Units in the amount of $42.6 million were settled (see Note 6) and $2.0 million of accrued advisory fees to Riverstone were settled. In September 2011, Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) and LOS, companies with common ownership and management, entered into a services agreement (the “Services Agreement”) whereby the Affiliate is to provide certain administrative support functions to LOS and a master service agreement whereby LOS provides hydraulic fracturing services to the Affiliate at market service rates. The amounts incurred under the Services Agreement by LOS during the three months ended March 31, 2018 and 2017 , were $0.2 million and $0 , respectively, and there was $0.2 million and $0 payable as of March 31, 2018 and December 31, 2017 . The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for the three months ended March 31, 2018 and 2017 , were $3.9 million , $3.2 million , respectively. As of March 31, 2018 and December 31, 2017 , $8.0 million and $4.0 million , respectively, of the Company’s accounts receivable, and $0 and $0.1 million , respectively, of the Company’s unbilled revenue was with the Affiliate. The Company has an advisory agreement dated December 30, 2011 in which Riverstone is to provide certain administrative advisory services. The service fees incurred during the three months ended March 31, 2018 and 2017 were $0 and $0.8 million , respectively, and accrued as of March 31, 2018 and December 31, 2017 were $0 and $2.0 million , respectively. The amount accrued as of December 31, 2017 was settled and the agreement terminated in connection with the IPO. 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 is party to a services agreement (the “PropX Services Agreement”) whereby LOS is to provide certain administrative support functions to PropX, and LOS is to purchase and lease proppant logistics equipment from PropX. For the three months ended March 31, 2018 and 2017 the Company purchased proppant logistics equipment of $2.1 million and $3.0 million , respectively, and leased proppant logistics equipment for $1.6 million and $0.5 million , respectively. Receivables from PropX as of March 31, 2018 and December 31, 2017 were $0 and $0 . Payables to PropX as of March 31, 2018 and December 31, 2017 were $0.2 million and $0.7 million , respectively. During the three months ended March 31, 2018 , in exchange for a 5% discount, the Company made a prepayment to PropX for rented equipment in the amount of $5.4 million , which is reflected in prepaids and other current assets. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments & Contingencies Operating Leases The Company leases office space, facilities, equipment, and vehicles under non-cancelable operating leases. Rent expense for the three months ended March 31, 2018 and 2017 , was $7.9 million and $1.9 million , respectively. Future minimum lease payments are as follows: ($ in thousands) Years Ending March 31, 2019 $ 23,304 2020 21,008 2021 25,016 2022 8,363 2023 4,726 Thereafter 22,909 $ 105,326 Purchase Commitments (tons, per ton, gallons, per gallon and per rail car prices are not in thousands) The Company enters into purchase and supply agreements to secure supply and pricing of proppants and chemicals. As of March 31, 2018 and December 31, 2017 , the agreements commit the Company to purchase 10,614,850 and 10,108,000 tons of proppant through December 31, 2021, during the remaining terms of the agreements at per ton prices varying from approximately $33.73 to $102.30 , respectively, depending on the final delivery location and type of proppant. Amounts above include commitments to pay for transport fees on minimum amounts of proppants or railcars, including two contracts for a minimum of 100 railcars each per month at a rate of $630 to $750 per railcar, and one contract includes a $3.00 per ton fee on committed sand purchase. Certain agreements contain a clause whereby in the event that the Company fails to purchase minimum monthly volumes, as defined in the agreement, during any particular calendar month, a shortfall fee varying from $15.00 to $35.00 will be applied to each shortfall ton. The Company has the ability to mitigate the shortfall penalty in a certain period by purchasing proppant in excess of the requirement in another period. There were no shortfalls as of March 31, 2018 and December 31, 2017 . During 2017 , the Company entered into two agreements for the purchase of chemicals. As of March 31, 2018 , the agreements commit the Company to purchase 25,921,500 gallons of chemicals through December 31, 2020 at prices ranging from $1.08 to $1.83 per gallon. Future proppant, chemical and rail car commitments are as follows: ($ in thousands) Years ended March 31, 2019 $ 287,825 2020 218,394 2021 83,760 2022 16,919 2023 — $ 606,898 Litigation 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 in aggregate will have a material adverse effect on its financial position or results of operations. On February 23, 2017, SandBox Logistics, LLC and Oren Technologies, LLC (collectively, “SandBox”) filed suit in the Houston Division of the U.S. District Court for the Southern District of Texas against PropX Investments, PropX and LOS. As described in Note 11, LOS is party to the PropX Services Agreement. SandBox alleges that LOS willfully infringes multiple U.S. patents and has breached an agreement between SandBox and LOS by “directing, controlling, and funding” inter partes review (“IPR”) requests before the U.S. Patent and Trademark Office (“USPTO”). SandBox seeks both monetary and injunctive relief from the court, as well as attorney’s fees and costs. On August 14, 2017, the court denied SandBox’s request for a preliminary injunction to prevent LOS from filing a request for an IPR with the USPTO, and the court denied SandBox’s request for reconsideration of such order on March 13, 2018. Pursuant to the parties’ stipulation, all claims and counterclaims related to one of the four patents asserted by SandBox were dismissed without prejudice on November 6, 2017. A hearing on the construction of claim terms in the remaining asserted patents occurred on March 1, 2018. LOS intends to vigorously defend against the claims brought by SandBox. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On April 24, 2018 , the Board of Directors approved the issuance to certain members of management of 520,388 restricted stock units issued pursuant to the terms of the LTIP (See Note 8). The grant date fair value of the awards, based on the Company's closing price on April 24, 2018 , was $19.94 per share. The awards vest in three equal installments on April 1, 2019, 2020, and 2021, with the exception of 22,115 units which vest 50% each on April 1, 2019 and 2020. In addition, 49,836 restricted stock units were issued pursuant to the terms of the LTIP to certain directors of the Company as compensation for their service on the Board of Directors. The awards fully vest on January 1, 2019. |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated and combined financial statements were prepared using generally accepted accounting principles 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 generally accepted accounting principles for annual financial statements and should be read together with our annual financial statements included in the 2017 Annual Report on Form 10-K. The accompanying unaudited condensed consolidated and combined financial statements and related notes present the consolidated financial position, results of operations, cash flows, and equity of the Company as of and for the three months ended March 31, 2018 and the combined financial position, results of operations, and cash flows of the Predecessor as of December 31, 2017 and for the three months ended March 31, 2017 . All intercompany amounts have been eliminated in the presentation of these unaudited condensed consolidated and combined financial statements. Comprehensive income is not reported due to the absence of items of other comprehensive income or loss during the periods presented. The condensed consolidated and combined financial statements include financial data at historical cost as the contribution of assets is considered to be a reorganization of entities under common control. The condensed consolidated and combined financial statements may not be indicative of the actual level of assets, liabilities and costs that would have been incurred by the Predecessor if it had operated as an independent, publicly-traded company during the periods prior to the IPO or of the costs expected to be incurred in the future. In the opinion of management, the adjustments necessary for a fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been made. Such adjustments are of a normal recurring nature. The unaudited condensed consolidated and combined financial statements for periods prior to January 17, 2018, reflect the historical results of Predecessor. The unaudited condensed consolidated financial statements include the amounts of the Company and all majority owned subsidiaries where we have the ability to exercise control. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted a comprehensive new revenue recognition standard, Accounting Standard Codification (“ASC”) Topic 606- Revenue from Contracts with Customers . The details of the significant changes to accounting policies resulting from the adoption of the new standard are set out below. The Company adopted the standard using a modified retrospective method; accordingly, the comparative information for the three months ended March 31, 2017 has not been adjusted and continues to be reported under the previous revenue standard. The adoption of this standard did not have a material impact to the condensed consolidated financial position, reported revenue, results of operations or cash flows as of and for the three months ended March 31, 2018. Under the new standard, revenue recognition is based on the transfer of control, or our customer’s ability to benefit from our services and products in an amount that reflects the consideration expected to be received in exchange for those services and products. In recognizing revenue for services and products, the transaction price is determined from sales orders or contracts with customers. Revenue is recognized at the completion of each fracturing stage, and in most cases the price at the end of each stage is fixed, however, in limited circumstances contracts may contain variable consideration. Variable consideration typically may relate to discounts, price concessions and incentives. We estimate variable consideration based on the amount of consideration we expect to receive. The Company accrues revenue on an ongoing basis to reflect updated information for variable consideration as performance obligations are met. The Company also assesses customers’ ability and intention to pay, which is based on a variety of factors including historical payment experience and financial condition. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 45 days. From time to time, the Company may require partial payment in advance from new customers to secure credit or from existing customers in order to secure additional hydraulic fracturing services. Initially, such payments are recorded in the accompanying condensed consolidated and combined financial statements as deferred revenue, and upon performance of the agreed services, the Company recognizes revenue consistent with its revenue recognition policy described above. |
Fleet Start-up Costs | Fleet Start-up Costs The Company incurs start-up costs to commission a new fleet or district. These costs include hiring and training of personnel, and acquisition of consumable parts and tools. Start-up costs are expensed as incurred, and are reflected in general and administrative expense in the combined statement of operations. Start-up costs for the three months ended March 31, 2018 and 2017 , were $3.3 million and $4.6 million , respectively. Start-up costs incurred during the three months ended March 31, 2018 and 2017 related to the establishment of two new fleets during each respective period. The terms and conditions of the Credit Facilities, defined herein, between the Company and its lenders provides for the add-back of costs or expenses incurred in connection with the acquisition, deployment and opening of any new hydraulic fracturing fleet or district in the computation of certain financial covenants. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In May 2014 the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This ASU sets forth a five-step model for determining when and how revenue is recognized. Under the model, an entity is required to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. Additional disclosures are required to describe the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The Company adopted this standard on January 1, 2018 using the modified retrospective method. The Company did not record a cumulative effect adjustment to the opening balance of retained earnings, as no adjustment was necessary. The adoption of this standard did not impact the Company's reported revenue, net income or cash flows. In January 2016, the FASB issued ASU 2016-01, “Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” which requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The adoption of ASU 2016-01 did not have a material impact on the consolidated financial statements of the Company. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which provides guidance on eight different issues, intended to reduce diversity in practice on how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The adoption of ASU 2016-15 did not have a material impact on the consolidated financial statements of the Company. In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” which requires entities to recognize the tax consequences of intercompany asset transfers in the period in which the transfer takes place, with the exception of inventory transfers. The adoption of ASU 2016-16 did not have a material impact on the consolidated financial statements of the Company. In May 2017, the FASB issued ASU No. 2017-09, “Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance to increase clarity and reduce both diversity in practice and cost and complexity when applying the existing accounting guidance on changes to the terms or conditions of a share-based payment award. The amendments in ASU 2017-09 require an entity to account for the effects of a modification unless all the following are met: (i) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; (ii) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (iii) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The guidance in ASU 2017-09 should be applied prospectively. The amendments in this ASU are effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. The Company’s adoption of this guidance did not materially impact its condensed consolidated financial statements. Recently Issued Accounting Standards In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a purchase financed by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similarly to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated and combined financial statements as the Company has certain operating and real property lease arrangements for which it is the lessee. The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which is effective for fiscal years and interim periods within fiscal years beginning after December 15, 2019, with a modified-retrospective approach to be used for implementation. ASU 2016-13 changes the impairment model for most financial assets and certain other instruments. Specifically, this new guidance requires using a forward looking, expected loss model for trade and other receivables, held-to-maturity debt securities, loans and other instruments. This will replace the currently used model and may result in an earlier recognition of allowance for losses. The Company is currently evaluating the impact the adoption of this standard will have on its consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: March 31, December 31, ($ in thousands) 2018 2017 Proppants $ 31,750 $ 30,523 Chemicals 11,865 10,660 Maintenance parts 16,457 14,341 $ 60,072 $ 55,524 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consist of the following: Estimated March 31, December 31, ($ in thousands) 2018 2017 Land N/A $ 4,495 $ 4,495 Field services equipment 2-7 637,102 572,096 Vehicles 4-7 61,356 60,815 Buildings and facilities 5-30 24,713 24,260 Office equipment, furniture, and software 2-7 6,038 5,879 733,704 667,545 Less accumulated depreciation and amortization (226,090 ) (198,453 ) 507,614 469,092 Construction in-progress N/A 41,683 25,684 $ 549,297 $ 494,776 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following is a summary of debt: March 31, December 31, ($ in thousands) 2018 2017 Term Loan Outstanding $ 113,466 $ 174,562 Revolving Line of Credit — 30,000 Deferred financing costs and original issue discount (6,191 ) (8,205 ) Total debt, net of deferred financing costs and original issue discount $ 107,275 $ 196,357 Current portion of long-term debt, net of discount $ 370 $ 11 Long-term debt, net of discount and current portion 106,905 196,346 $ 107,275 $ 196,357 |
Schedule of Maturities of Long-term Debt | Maturities of debt are as follows: ($ in thousands) Years Ending March 31, 2019 $ 1,750 2020 2,188 2021 1,750 2022 1,750 2023 106,028 $ 113,466 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reflects the allocation of net income to common stockholders and net income per share computations for the periods indicated based on a weighted average number of common stock outstanding for period subsequent to the Corporate Reorganization on January 17, 2018: ($ in thousands) Three Months Ended March 31, 2018 Basic Net Income Per Share Numerator: Net income attributable to Liberty Oilfield Services Inc. Stockholders $ 23,675 Denominator: Basic weighted average shares outstanding 68,923,719 Basic net income per share attributable to Liberty Oilfield Services Inc. Stockholders $ 0.34 Diluted Net Income Per Share Numerator: Net income attributable to Liberty Oilfield Services Inc. Stockholders $ 23,675 Effect of exchange of the shares of Class B Common stock for shares of Class A Common Stock 16,311 Diluted net income attributable to Liberty Oilfield Services Inc. Stockholders $ 39,986 Denominator: Basic weighted average shares outstanding 68,923,719 Effect of dilutive securities: Restricted Stock 1,051,348 Class B Common Stock 48,207,372 Diluted weighted average shares outstanding 118,182,439 Diluted net income per share attributable to Liberty Oilfield Services Inc. Stockholders $ 0.34 |
Nonvested Restricted Stock Shares Activity | The following table summarizes the Company's unvested restricted stock activity for the three months ended March 31, 2018 : Number of Shares Grant Date Fair Value per Share (1) Shares of Restricted Stock Issued in Exchange for Legacy Units 1,258,514 — Vested (295,157 ) — Forfeited (3,900 ) — Outstanding at March 31, 2018 959,457 $ — (1) As discussed above the shares of Restricted Stock retain the grant date fair value of the Legacy Units. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments are as follows: ($ in thousands) Years Ending March 31, 2019 $ 23,304 2020 21,008 2021 25,016 2022 8,363 2023 4,726 Thereafter 22,909 $ 105,326 |
Other Commitments | Future proppant, chemical and rail car commitments are as follows: ($ in thousands) Years ended March 31, 2019 $ 287,825 2020 218,394 2021 83,760 2022 16,919 2023 — $ 606,898 |
Organization, Operations and 26
Organization, Operations and Basis of Presentation - Sale Of Stock (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 17, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
ABL Credit Facility | |||
Subsidiary, Sale of Stock [Line Items] | |||
Repayments of debt | $ 30.1 | ||
Term Loan Facility | |||
Subsidiary, Sale of Stock [Line Items] | |||
Repayments of debt | $ 62.5 | ||
Repayments of debt, percent | 35.00% | ||
Shares of Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0 |
Number of common shares sold (in shares) | 55,685,027 | ||
Shares redeemed (in shares) | 1,609,122 | ||
Common stock, shares issued (in shares) | 69,975,174 | 69,971,274 | 0 |
Common stock, shares outstanding (in shares) | 69,975,174 | 69,971,274 | 0 |
Shares of Class A Common Stock | IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common shares sold (in shares) | 14,640,755 | ||
Price per share (in dollars per share) | $ 17 | ||
Consideration received | $ 220 | ||
Underwriting discounts and commissions and offering costs | 13.4 | ||
Other offering costs | $ 10.4 | ||
Shares of Class A Common Stock | IPO - Shares From Existing Shareholders | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common shares sold (in shares) | 300,541 | ||
Shares of Class B Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0 |
Number of common shares sold (in shares) | 48,207,372 | ||
Common stock, shares issued (in shares) | 48,207,372 | 48,207,372 | 0 |
Common stock, shares outstanding (in shares) | 48,207,372 | 48,207,372 | 0 |
Restricted Stock | Shares of Class A Common Stock | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common shares sold (in shares) | 1,258,514 | ||
Common stock, shares outstanding (in shares) | 959,457 | ||
Liberty LLC | |||
Subsidiary, Sale of Stock [Line Items] | |||
Ownership interest redemption | $ 25.9 | ||
Ownership percentage | 59.20% | ||
Liberty Inc. | Shares of Class A Common Stock | IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of common shares sold (in shares) | 14,340,214 | ||
Legacy Owners | Common Class A and B | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares outstanding (in shares) | 55,334,419 |
Significant Accounting Polici27
Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)fleet | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Deferred Revenue Arrangement [Line Items] | |||
Customer payment terms | 45 days | ||
Deferred revenue | $ 6,784 | $ 9,231 | |
Prepayment revenue recognized | 2,400 | ||
Start-up costs | $ 3,300 | $ 4,600 | |
Number of fleets established | fleet | 2 | ||
Minimum | |||
Deferred Revenue Arrangement [Line Items] | |||
Customer payment terms | 30 days | ||
Maximum | |||
Deferred Revenue Arrangement [Line Items] | |||
Customer payment terms | 45 days |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Inventories | $ 60,072 | $ 55,524 |
Proppants | ||
Inventory [Line Items] | ||
Inventories | 31,750 | 30,523 |
Chemicals | ||
Inventory [Line Items] | ||
Inventories | 11,865 | 10,660 |
Maintenance parts | ||
Inventory [Line Items] | ||
Inventories | $ 16,457 | $ 14,341 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 733,704 | $ 667,545 | |
Less accumulated depreciation and amortization | (226,090) | (198,453) | |
Property and equipment, before construction in-progress, net | 507,614 | 469,092 | |
Construction in-progress | 41,683 | 25,684 | |
Property and equipment, net | 549,297 | 494,776 | |
Depreciation and amortization | 28,016 | $ 14,146 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 4,495 | 4,495 | |
Field services equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 637,102 | 572,096 | |
Field services equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Field services equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 61,356 | 60,815 | |
Vehicles | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 4 years | ||
Vehicles | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Buildings and facilities | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 24,713 | 24,260 | |
Buildings and facilities | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 5 years | ||
Buildings and facilities | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 30 years | ||
Office equipment, furniture, and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,038 | $ 5,879 | |
Office equipment, furniture, and software | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 2 years | ||
Office equipment, furniture, and software | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years |
Debt - Summary of Debt (Details
Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 113,466 | |
Deferred financing costs and original issue discount | (6,191) | $ (8,205) |
Total debt, net of deferred financing costs and original issue discount | 107,275 | 196,357 |
Current portion of long-term debt, net of discount | 370 | 11 |
Long-term debt, net of discount and current portion | 106,905 | 196,346 |
Term Loan Outstanding | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 113,466 | 174,562 |
Revolving Line of Credit | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 | $ 30,000 |
Debt - Credit Facilities (Detai
Debt - Credit Facilities (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 19, 2017USD ($)agreement | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 113,466 | ||
Revolving Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 0 | $ 30,000 | |
Term Loan | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 175,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Number of credit agreements | agreement | 2 | ||
Revolving Credit Facility | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 250,000 | ||
Current borrowing capacity | 213,000 | ||
Line of credit, maturity, number of days prior maturity of another facility | 90 days | ||
Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 175,000 | ||
Weighted average interest rate | 9.50% | ||
Letter of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | 300 | ||
Remaining borrowing capacity | $ 212,800 | ||
Minimum | Revolving Credit Facility | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 0.375% | ||
Maximum | Revolving Credit Facility | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Unused capacity, commitment fee percentage | 0.50% | ||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 7.625% | ||
London Interbank Offered Rate (LIBOR) | Minimum | Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
London Interbank Offered Rate (LIBOR) | Maximum | Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Base Rate | Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.625% | ||
Base Rate | Minimum | Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Base Rate | Maximum | Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% |
Debt - Term Loan Facility (Deta
Debt - Term Loan Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 19, 2017 | |
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 113,466 | ||
Revolving Line of Credit | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | $ 0 | $ 30,000 | |
Revolving Credit Facility | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 250,000 | ||
Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 175,000 | ||
Weighted average interest rate | 9.50% | ||
Line of credit facility, outstanding balance, quarterly principal payments, percent | 1.00% | ||
Line of credit facility, covenant compliance, prepayment minimum, percent | 3.00% | ||
Line of credit facility, covenant compliance, prepayment minimum, floor during first three years, percent | 1.00% | ||
Line of credit facility, covenant compliance, fixed charge coverage ratio | 0.012 | ||
Line of credit facility, covenant compliance, liquidity threshold for five consecutive business days | $ 25,000 | ||
Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, covenant compliance, annual percentage of excess cash flow | 25.00% | ||
Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | Maximum | |||
Debt Instrument [Line Items] | |||
Line of credit facility, covenant compliance, annual percentage of excess cash flow | 50.00% | ||
Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 7.625% | ||
Revolving Credit Facility | Revolving Line of Credit | Term Loan Facility | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 6.625% | ||
Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, covenant compliance, fixed charge coverage ratio | 0.010 | ||
Line of credit facility, covenant compliance, excess availability threshold, percent of borrowing base | 10.00% | ||
Line of credit facility, covenant compliance, excess availability threshold, amount | $ 12,500 | ||
Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.50% | ||
Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | Base Rate | Minimum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Revolving Credit Facility | Revolving Line of Credit | ABL Credit Facility | Base Rate | Maximum | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 1.00% |
Debt - Maturities of Debt (Deta
Debt - Maturities of Debt (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 1,750 |
2,020 | 2,188 |
2,021 | 1,750 |
2,022 | 1,750 |
2,023 | 106,028 |
Long-term debt, gross | $ 113,466 |
Redeemable Common Units (Detail
Redeemable Common Units (Details) - ACQI - Subsidiaries - Redeemable Common Units $ in Millions | 1 Months Ended |
Feb. 28, 2017USD ($)shares | |
Temporary Equity [Line Items] | |
Proceeds from issuance of redeemable common units | $ | $ 39.8 |
Temporary equity, shares issued (in shares) | shares | 40,000,000 |
Temporary equity, shares, interest rate | 8.00% |
Fair Value Measurements and F35
Fair Value Measurements and Financial Instruments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash balances on deposit with financial institutions | $ 98,070,000 | $ 12,826,000 | $ 16,321,000 | $ 11,484,000 |
Customer payment terms | 45 days | |||
Allowance for uncollectible accounts | $ 0 | $ 0 | ||
Customer Concentration Risk | Largest Two Customers | Accounts Receivable | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Concentration risk, percentage | 23.00% | 22.00% | ||
Customer Concentration Risk | Largest Two Customers | Total Revenue | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Concentration risk, percentage | 27.00% | 44.00% |
- Additional Information (Detai
- Additional Information (Details) - USD ($) $ in Millions | Jan. 17, 2018 | Dec. 31, 2017 | Mar. 31, 2018 | Jan. 11, 2018 |
Subsidiary or Equity Method Investee [Line Items] | ||||
Member contributions | $ 275.7 | |||
Shares of Class A Common Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock, shares outstanding (in shares) | 69,975,174 | 0 | 69,971,274 | |
Number of common shares sold (in shares) | 55,685,027 | |||
Shares of Class A Common Stock | Long Term Incentive Plan | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Shares reserved for issuance | 12,908,734 | |||
Shares of Class A Common Stock | Restricted Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock, shares outstanding (in shares) | 959,457 | |||
Number of common shares sold (in shares) | 1,258,514 | |||
Shares of Class B Common Stock | ||||
Subsidiary or Equity Method Investee [Line Items] | ||||
Common stock, shares outstanding (in shares) | 48,207,372 | 0 | 48,207,372 | |
Number of common shares sold (in shares) | 48,207,372 |
Equity - Earnings Per Share (De
Equity - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 3 Months Ended | |
Jan. 17, 2018 | Mar. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||||
Net income attributable to Liberty Oilfield Services Inc. Stockholders | $ 8,705 | $ 45,282 | $ 23,675 | $ 0 |
Denominator, Basic [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 68,923,719 | |||
Basic net income per share attributable to Liberty Oilfield Services Inc. Stockholders (in dollars per share) | $ 0.34 | |||
Numerator, Diluted [Abstract] | ||||
Net income attributable to Liberty Oilfield Services Inc. Stockholders | $ 8,705 | $ 45,282 | $ 23,675 | $ 0 |
Effect of exchange of the shares of Class B Common stock for shares of Class A Common Stock | 16,311 | |||
Net Income (Loss) Available to Common Stockholders, Diluted | $ 39,986 | |||
Denominator, Diluted [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 68,923,719 | |||
Effect of dilutive securities: | ||||
Restricted Stock | 1,051,348 | |||
Class B Common Stock | 48,207,372 | |||
Diluted weighted average shares outstanding (in shares) | 118,182,439 | |||
Diluted net income per share attributable to Liberty Oilfield Services Inc. Stockholders (in dollars per share) | $ 0.34 |
Equity - Restricted Stock Award
Equity - Restricted Stock Awards (Details) - Shares of Class A Common Stock - Restricted Stock | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Shares of Restricted Stock Issued in Exchange for Legacy Units (in shares) | shares | 1,258,514 |
Vested (in shares) | shares | (295,157) |
Forfeited (in shares) | shares | (3,900) |
Outstanding at March 31, 2018 (in shares) | shares | 959,457 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Shares of Restricted Stock Issued in Exchange for Legacy Units (in dollars per share) | $ / shares | $ 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Outstanding at March 31, 2018 (in dollars per share) | $ / shares | $ 0 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | Jan. 17, 2018agreement | Mar. 31, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Operating Loss Carryforwards [Line Items] | |||||
Deferred tax liabilities | $ 28,796 | $ 28,796 | $ 0 | ||
Effective combined income tax rate | 13.00% | ||||
Income tax expense | 8,079 | $ 0 | |||
Number of tax receivable agreements | agreement | 2 | ||||
Deferred tax asset | $ 2,600 | 2,600 | |||
Taxes payable | 2,291 | 2,291 | $ 0 | ||
Federal | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | 11,100 | 11,100 | |||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforwards | $ 7,800 | $ 7,800 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details) - 401(k) Defined Contribution Retirement Plan - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Employer matching contribution per one dollar of employee contribution | $ 1 | ||||
Maximum annual contribution per employee, percent | 6.00% | 3.00% | |||
Contributions made by the employer | $ 3,300,000 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Jan. 17, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||||
Accrued liabilities—related party | $ 0 | $ 2,000,000 | ||
Revenue from related parties | 4,062,000 | $ 3,176,000 | ||
Unbilled receivables, related parties | 0 | 59,000 | ||
Prepaid expense and other current assets | 26,847,000 | 21,396,000 | ||
Affiliated Entity | Equity transaction, reorganization | ||||
Related Party Transaction [Line Items] | ||||
Asset contribution, reorganization | $ 2,100,000 | |||
Consideration received | $ 42,600,000 | |||
Liberty Resources LLC | Affiliated Entity | Hydraulic Fracturing Services | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 200,000 | 0 | ||
Due to related parties | 200,000 | 0 | ||
Revenue from related parties | 3,900,000 | 3,200,000 | ||
Accounts receivable, related parties | 8,000,000 | 4,000,000 | ||
Unbilled receivables, related parties | 0 | 100,000 | ||
Riverstone | Affiliated Entity | Service Fees | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | 0 | 800,000 | ||
Accrued liabilities—related party | 0 | 2,000,000 | ||
Proppant Express Investments, LLC | Affiliated Entity | Administrative Support and Purchase and Lease Proppant Logistics Equipment | ||||
Related Party Transaction [Line Items] | ||||
Due to related parties | 200,000 | 700,000 | ||
Accounts receivable, related parties | 0 | $ 0 | ||
Purchases from related party | 2,100,000 | 3,000,000 | ||
Leases from related party | $ 1,600,000 | $ 500,000 | ||
Discount, percentage | 5.00% | |||
Prepaid expense and other current assets | $ 5,400,000 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Lease Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 23,304 |
2,020 | 21,008 |
2,021 | 25,016 |
2,022 | 8,363 |
2,023 | 4,726 |
Thereafter | 22,909 |
Future minimum payments due | $ 105,326 |
Commitments and Contingencies43
Commitments and Contingencies - Proppant, Chemical and Rail Car Commitments (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 287,825 |
2,020 | 218,394 |
2,021 | 83,760 |
2,022 | 16,919 |
2,023 | 0 |
Other commitment | $ 606,898 |
Commitments and Contingencies44
Commitments and Contingencies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)railcaragreementT$ / T$ / galgal | Mar. 31, 2017USD ($) | Dec. 31, 2017T | |
Long-term Purchase Commitment [Line Items] | |||
Rent expense | $ | $ 7,900,000 | $ 1,900,000 | |
Proppant | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum mass required (in tons) | T | 10,614,850 | 10,108,000 | |
Minimum number of railcars per month | railcar | 100 | ||
Proppant | Minimum | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum mass required, price (in dollars per ton) | $ / T | 33.73 | ||
Shortfall fee (in dollars per ton) | $ / T | 15 | ||
Proppant | Maximum | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum mass required, price (in dollars per ton) | $ / T | 102.30 | ||
Shortfall fee (in dollars per ton) | $ / T | 35 | ||
Chemicals | |||
Long-term Purchase Commitment [Line Items] | |||
Number of purchase and supply agreements | agreement | 2 | ||
Minimum volume required | gal | 25,921,500 | ||
Chemicals | Minimum | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum volume required, price per gallon (in dollars per gallon) | $ / gal | 1.08 | ||
Chemicals | Maximum | |||
Long-term Purchase Commitment [Line Items] | |||
Minimum volume required, price per gallon (in dollars per gallon) | $ / gal | 1.83 | ||
Contract One | Proppant | Minimum | |||
Long-term Purchase Commitment [Line Items] | |||
Price per railcar | $ | $ 630 | ||
Contract One | Proppant | Maximum | |||
Long-term Purchase Commitment [Line Items] | |||
Price per railcar | $ | 750 | ||
Contract Two | Proppant | |||
Long-term Purchase Commitment [Line Items] | |||
Price per railcar | $ | $ 3 |
Subsequent Events (Details)
Subsequent Events (Details) - Restricted Stock Units (RSUs) - Subsequent Event | Apr. 24, 2018$ / sharesshares |
Certain Members Of Management | LIP | |
Subsequent Event [Line Items] | |
Restricted stock units issued (in units) | 520,388 |
Grant date fair value (in dollars per share) | $ / shares | $ 19.94 |
Vesting percentage | 50.00% |
Certain Directors Of Company | Long Term Incentive Plan | |
Subsequent Event [Line Items] | |
Restricted stock units issued (in units) | 49,836 |
Vesting 50% | Certain Members Of Management | LIP | |
Subsequent Event [Line Items] | |
Restricted stock units issued (in units) | 22,115 |