UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2025
OR
Commission File No. 001-38081
| (Exact Name of Registrant as Specified in its Charter) | ||||||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
( (Registrant’s Telephone Number, Including Area Code) | ||||||||||||||
| Securities registered pursuant to section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company | |||||||||
Emerging growth company ☐ (Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No
As of April 11, 2025, the Registrant had 161,954,214 shares of Class A Common Stock and 0 shares of Class B Common Stock outstanding.
Our Class A Common Stock is traded on the New York Stock Exchange under the symbol “LBRT.” There is no public market for our Class B Common Stock.
TABLE OF CONTENTS
| Page No. | ||||||||
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) and certain other communications made by us contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange of 1934, as amended (the “Exchange Act”), including, among others, expected performance, future operating results, oil and natural gas demand and prices and the outlook for the oil and gas industry, outlook for the power industry, future global economic conditions, the impact of worldwide political, military and armed conflict, the impact of announcements and changes in oil production quotas by oil exporting countries, improvements in operating procedures and technology, our business strategy and the business strategies of our customers, in addition to other estimates, and beliefs. For this purpose, any statement that is not a statement of historical fact should be considered a forward-looking statement. We may use the words “estimate,” “outlook,” “project,” “forecast,” “position,” “potential,” “likely,” “believe,” “anticipate,” “assume,” “plan,” “expect,” “intend,” “achievable,” “may,” “will,” “continue,” “should,” “could” and similar expressions to help identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. We cannot assure you that our assumptions and expectations will prove to be correct. Important factors, many of which are beyond our control, could cause our actual results to differ materially from those indicated or implied by forward-looking statements, including but not limited to the risks and uncertainties described in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2024, (the “Annual Report”), this Quarterly Report, and other filings that we make with the U.S. Securities Exchange Commission (the “SEC”). We undertake no intention or obligation to update or revise any forward-looking statements, except as required by law, whether as a result of new information, future events or otherwise and readers should not rely on the forward-looking statements as representing the Company’s views as of any date subsequent to the date of the filing of this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
ii
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
LIBERTY ENERGY INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable—trade, net of allowances for credit losses of $ | |||||||||||
| Accounts receivable—related party | |||||||||||
| Unbilled revenue | |||||||||||
| Inventories | |||||||||||
| Prepaid and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Investment in Nomad Proppant Services LLC | |||||||||||
| Investment in Oklo Inc. | |||||||||||
| Investment in Tamboran Resources Corporation | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Equity | |||||||||||
| Current liabilities: | |||||||||||
Accounts payable (including amounts due to related parties of $ | $ | $ | |||||||||
| Accrued liabilities | |||||||||||
| Income taxes payable | |||||||||||
| Current portion of payable pursuant to tax receivable agreements | |||||||||||
| Current portion of finance lease liabilities | |||||||||||
| Current portion of operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liability | |||||||||||
| Payable pursuant to tax receivable agreements | |||||||||||
| Noncurrent portion of finance lease liabilities | |||||||||||
| Noncurrent portion of operating lease liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments & contingencies (Note 14) | |||||||||||
Stockholders’ equity: | |||||||||||
Preferred Stock, $ | |||||||||||
| Common Stock: | |||||||||||
Class A, $ | |||||||||||
Class B, $ | |||||||||||
| Additional paid in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Total stockholders’ equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
1
LIBERTY ENERGY INC.
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue: | |||||||||||
| Revenue | $ | $ | |||||||||
| Revenue—related parties | |||||||||||
| Total revenue | |||||||||||
| Operating costs and expenses: | |||||||||||
| Cost of services (exclusive of depreciation, depletion, and amortization shown separately below) | |||||||||||
| General and administrative | |||||||||||
| Transaction and other costs | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| Loss (gain) on disposal of assets, net | ( | ||||||||||
| Total operating costs and expenses | |||||||||||
| Operating income | |||||||||||
| Other (income) expense: | |||||||||||
| Gain on investments, net | ( | ||||||||||
| Interest income—related party | ( | ||||||||||
| Interest expense, net | |||||||||||
| Total other (income) expense, net | ( | ||||||||||
| Net income before income taxes | |||||||||||
| Income tax expense | |||||||||||
| Net income | $ | $ | |||||||||
| Net income per common share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
See Notes to Condensed Consolidated Financial Statements.
2
LIBERTY ENERGY INC.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss) | |||||||||||
| Foreign currency translation | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
3
LIBERTY ENERGY INC.
Condensed Consolidated Statements of Changes in Equity
(In thousands, except per unit and per share data)
(Unaudited)
| Shares of Class A Common Stock | Shares of Class B Common Stock | Class A Common Stock, Par Value | Class B Common Stock, Par Value | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance—December 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
$ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance—March 31, 2025 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
| Shares of Class A Common Stock | Shares of Class B Common Stock | Class A Common Stock, Par Value | Class B Common Stock, Par Value | Additional Paid in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance—December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
$ | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | — | ( | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Excise tax on share repurchases | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Vesting of restricted stock units, net | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance—March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
4
LIBERTY ENERGY INC.
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion, and amortization | |||||||||||
| Loss (gain) on disposal of assets, net | ( | ||||||||||
| Stock-based compensation expense | |||||||||||
| Gain on investments, net | ( | ||||||||||
| Cash return on equity method investment | |||||||||||
| Other non-cash items, net | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable and unbilled revenue | ( | ( | |||||||||
| Accounts receivable and unbilled revenue—related party | |||||||||||
| Inventories | ( | ( | |||||||||
| Prepaid and other assets | ( | ||||||||||
| Accounts payable and accrued liabilities | ( | ||||||||||
| Accounts payable and accrued liabilities—related party | ( | ||||||||||
| Initial payment of operating lease liability | ( | ( | |||||||||
Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property and equipment and construction in-progress | ( | ( | |||||||||
| Acquisition of IMG Energy Solutions, net of cash received | ( | ||||||||||
| Sale of equity securities | |||||||||||
| Proceeds from sale of assets | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from borrowings on line-of-credit | |||||||||||
| Repayments of borrowings on line-of-credit | ( | ( | |||||||||
| Payments on finance lease obligations | ( | ( | |||||||||
| Class A Common Stock dividends and dividend equivalents upon restricted stock vesting | ( | ( | |||||||||
| Payments pursuant to tax receivable agreements | ( | ( | |||||||||
| Share repurchases | ( | ( | |||||||||
| Tax withholding on restricted stock units | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents before translation effect | ( | ||||||||||
| Translation effect on cash | ( | ||||||||||
| Cash and cash equivalents—beginning of period | |||||||||||
| Cash and cash equivalents—end of period | $ | $ | |||||||||
5
LIBERTY ENERGY INC.
Condensed Consolidated Statements of Cash Flows (cont.)
(Dollars in thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Net cash paid for income taxes | $ | $ | |||||||||
| Cash paid for interest | $ | $ | |||||||||
| Non-cash investing and financing activities: | |||||||||||
| Capital expenditures included in accounts payable and accrued liabilities | $ | $ | |||||||||
| Capital expenditures reclassified from prepaid and other current assets | $ | $ | |||||||||
| Capital expenditures reclassified from finance lease right-of-use assets | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
6
Note 1—Organization and Basis of Presentation
Organization
Liberty Energy Inc. (the “Company”), together with its consolidated subsidiaries, is a leading integrated energy services and technology company focused on providing innovative hydraulic fracturing services and related technologies to onshore oil and natural gas exploration and production (“E&P”) companies. We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing, compressed natural gas (“CNG”) delivery, data analytics, related goods (including our sand mine operations), and technologies to facilitate lower emission completions, thereby helping our customers reduce their emissions profile.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by GAAP for annual financial statements and should be read together with the annual financial statements and notes thereto included in the Annual Report.
The U.S. dollar is the reporting currency and functional currency for most of our operations except certain of our foreign subsidiaries, which use their local currencies as their functional currency. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect as of the balance sheet date. The effects of these translation adjustments are reflected in accumulated other comprehensive income included in the accompanying unaudited condensed consolidated statements of comprehensive income.
The accompanying unaudited condensed consolidated financial statements and related notes present the condensed consolidated financial position of the Company as of March 31, 2025 and December 31, 2024, and the results of operations, cash flows, and equity of the Company as of and for the three months ended March 31, 2025 and 2024. The interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2025. Further, these estimates and other factors, including those outside the Company’s control, such as the impact of sustained lower commodity prices, could have a significant adverse impact to the Company’s financial condition, results of operations, and cash flows.
All intercompany amounts have been eliminated in the presentation of the unaudited condensed consolidated financial statements of the Company. Our chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net income to measure segment profit or loss, allocate resources, and assess performance. Further, the CODM is regularly provided with and utilizes consolidated functional expenses, as presented in the accompanying unaudited condensed consolidated statements of operations, and total assets at the consolidated level, as included in the accompanying unaudited condensed consolidated balance sheets herein, to manage the Company’s operations.
Note 2—Significant Accounting Policies
Recently Adopted Accounting Standards
Segment Reporting: Improvements to Reportable Segment Disclosures
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures, which requires more detailed disclosures, on an annual and interim basis, related to the Company’s reportable segment. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. See Note 1—Organization and Basis of Presentation for further details about the impact of this ASU on the Company’s financial statements.
7
Recently Issued Accounting Standards
Income Taxes: Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures, which requires disaggregation of certain components included in the Company’s effective tax rate and income taxes paid disclosures. The guidance is effective for annual periods beginning after December 15, 2024. The Company is currently assessing the impact of this ASU on the Company’s financial statements but does not expect it will have a material impact.
Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, which requires disclosure of specified information about certain costs and expenses. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently assessing the impact of this ASU on the Company’s financial statements.
IMG Acquisition
On March 3, 2025, the Company completed the acquisition of IMG Energy Solutions, a leading developer of distributed power systems, for cash consideration of approximately $19.6 million, subject to normal closing adjustments and net of cash received (the “IMG Acquisition”). The IMG Acquisition was accounted for under the acquisition method of accounting for business combinations. Accordingly, the Company conducted assessments of the net assets acquired and recognized amounts for identifiable assets acquired and liabilities assumed at their estimated acquisition date fair values, while transaction and integration costs associated with the acquisition were expensed as incurred. In connection with the IMG Acquisition, the Company recorded goodwill and intangible assets of $12.6 5.1 million, other long-term assets, net of $1.8 million, and net working capital of $0.1 million. Goodwill and intangible assets are recorded in other assets in the accompanying unaudited condensed consolidated balance sheets. Due to the immateriality of the IMG Acquisition, the related revenue and earnings, supplemental pro forma financial information, and detailed purchase price allocation are not disclosed.
As the IMG Acquisition closed on March 3, 2025, the Company is in the process of completing the initial purchase price allocation in accordance with Accounting Standards Codification (“ASC”) Topic 805.
Note 3—Inventories
Inventories consist of the following:
| March 31, | December 31, | ||||||||||
| ($ in thousands) | 2025 | 2024 | |||||||||
| Proppants | $ | $ | |||||||||
| Chemicals | |||||||||||
| Maintenance parts and other | |||||||||||
| $ | $ | ||||||||||
8
Note 4—Property and Equipment
Property and equipment consist of the following:
| Estimated useful lives (in years) | March 31, | December 31, | |||||||||||||||
| ($ in thousands) | 2025 | 2024 | |||||||||||||||
| Land | N/A | $ | $ | ||||||||||||||
| Field services equipment | |||||||||||||||||
| Vehicles | |||||||||||||||||
| Lease equipment | |||||||||||||||||
| Buildings and facilities | |||||||||||||||||
| Mineral reserves | > | ||||||||||||||||
| Office equipment, furniture, and software | |||||||||||||||||
| Less accumulated depreciation and depletion | ( | ( | |||||||||||||||
| Construction in-progress | N/A | ||||||||||||||||
| Property and equipment, net | $ | $ | |||||||||||||||
Depreciation expense for the three months ended March 31, 2025 and 2024 was $110.9 0.3
Note 5—Leases
The Company has operating and finance leases primarily for vehicles, equipment, railcars, office space, and facilities. The terms and conditions for these leases vary by the type of underlying asset.
Certain leases include variable lease payments for items such as property taxes, insurance, maintenance, and other operating expenses associated with leased assets. Payments that vary based on an index or rate are included in the measurement of lease assets and liabilities at the rate as of the commencement date. All other variable lease payments are excluded from the measurement of lease assets and liabilities, and are recognized in the period in which the obligation for those payments is incurred.
9
The components of lease expense for the three months ended March 31, 2025 and 2024 were as follows:
| Three Months Ended March 31, | |||||||||||
| ($ in thousands) | 2025 | 2024 | |||||||||
| Finance lease cost: | |||||||||||
| Amortization of right-of-use assets | $ | $ | |||||||||
| Interest on lease liabilities | |||||||||||
| Operating lease cost | |||||||||||
| Variable lease cost | |||||||||||
| Short-term lease cost | |||||||||||
| Total lease cost, net | $ | $ | |||||||||
Supplemental cash flow and other information related to leases for the three months ended March 31, 2025 and 2024 were as follows:
| Three Months Ended March 31, | |||||||||||
| ($ in thousands) | 2025 | 2024 | |||||||||
| Cash paid for amounts included in measurement of liabilities: | |||||||||||
| Operating leases | $ | $ | |||||||||
| Finance leases | |||||||||||
| Right-of-use assets obtained in exchange for new lease liabilities: | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
Lease terms and discount rates as of March 31, 2025 and December 31, 2024 were as follows:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Weighted-average remaining lease term: | |||||||||||
| Operating leases | |||||||||||
| Finance leases | |||||||||||
| Weighted-average discount rate: | |||||||||||
| Operating leases | % | % | |||||||||
| Finance leases | % | % | |||||||||
Future minimum lease commitments as of March 31, 2025 were as follows:
| ($ in thousands) | Finance | Operating | ||||||||||||
| Remainder of 2025 | $ | $ | ||||||||||||
| 2026 | ||||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| Thereafter | ||||||||||||||
| Total lease payments | ||||||||||||||
| Less imputed interest | ||||||||||||||
| Total | $ | $ | ||||||||||||
The Company’s vehicle leases typically include a residual value guarantee. For the Company’s vehicle leases classified as operating leases, the total residual value guaranteed as of March 31, 2025 is $12.3 million; the payment is not probable and therefore has not been included in the measurement of the lease liability and right-of-use asset. For vehicle leases that are classified as finance leases, the Company includes the residual value guarantee, estimated in the lease agreement, in the financing lease liability.
10
Lessor Arrangements
The Company leases dry and wet sand containers, conveyor belts, and other equipment to customers through operating leases, where the lessor for tax purposes is considered to be the owner of the equipment during the term of the lease. The lease agreements do not include options for the lessee to purchase the underlying asset at the end of the lease term for either a stated fixed price or fair market value. The majority of the lease agreements are short-term in nature and contain a termination clause in which the customer can cancel the contract. The leases can be subject to variable lease payments if the customer requests more units than what is agreed upon in the lease. The Company does not record any lease assets or liabilities related to these variable items.
The carrying amount of lease equipment, included in property, plant and equipment, that are leased to others under an operating lease or are available to lease as of March 31, 2025 and December 31, 2024 were as follows:
| ($ in thousands) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Equipment leased to others - at original cost | $ | $ | ||||||||||||
| Less: Accumulated depreciation | ( | ( | ||||||||||||
| Equipment leased to others - net | $ | $ | ||||||||||||
Future payments receivable for long-term non-cancelable operating leases as of March 31, 2025 are as follows:
| ($ in thousands) | ||||||||
| Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Revenues from for the three months ended March 31, 2025 and 2024 were $13.6 million and $9.1 million, respectively.
Note 6—Accrued Liabilities
Accrued liabilities consist of the following:
| ($ in thousands) | March 31, 2025 | December 31, 2024 | ||||||||||||
| Accrued vendor invoices | $ | $ | ||||||||||||
| Operations accruals | ||||||||||||||
| Accrued benefits and other | ||||||||||||||
| $ | $ | |||||||||||||
Note 7—Debt
Debt consists of the following:
| March 31, | December 31, | ||||||||||
| ($ in thousands) | 2025 | 2024 | |||||||||
| Revolving Line of Credit | $ | $ | |||||||||
ABL Facility
The Company is party to a revolving line of credit up to $525.0 363.9 million, and the Company had $210.0 million outstanding in addition to letters of credit in the amount of $14.0 million, with $139.9 million of remaining availability. Borrowings under the ABL Facility bear interest at Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an applicable SOFR margin of 1.5 % to 2.0 % or base rate
11
margin of 0.5 % to 1.0 %, as described in the ABL Facility credit agreement (the “ABL Facility credit agreement”). Additionally, borrowings as of March 31, 2025 and December 31, 2024 incurred interest at a weighted average rate of 6.7 % and 6.8 %, respectively. The average monthly unused commitment is subject to an unused commitment fee of 0.25 % to 0.375 %. Interest and fees are payable in arrears at the end of each month, or, in the case of SOFR loans, at the end of each interest period. The ABL Facility matures on January 23, 2028. Borrowings under the ABL Facility are collateralized by accounts receivable and inventory, and further secured by the Company as parent guarantor.
The ABL Facility includes 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 ABL Facility is not subject to financial covenants unless liquidity, as defined in the ABL Facility credit agreement, drops below a specific level. The Company is required to maintain a minimum fixed charge coverage ratio, as defined in the ABL Facility credit agreement, of 1.0 to 1.0 for each period if excess availability is less than 10 % of the borrowing base or $52.5 million, whichever is greater.
The Company was in compliance with these covenants as of March 31, 2025.
Maturities of debt are as follows:
| ($ in thousands) | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| $ | |||||
Note 8—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 on 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 on 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 corroborating market data becomes available. Assets and liabilities that are initially reported as Level 2 are subsequently reported as Level 3 if corroborating market data is no longer available. Transfers occur at the end of the reporting period. There were no transfers into or out of Levels 1, 2, and 3 during the three months ended March 31, 2025 and 2024.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, investments in equity securities, accounts payable, accrued liabilities, long-term debt, and finance and operating lease obligations. The carrying values of all of the Company’s financial instruments included in the accompanying unaudited condensed consolidated balance sheets approximated or equaled their fair values on March 31, 2025 and December 31, 2024.
•The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on March 31, 2025 and December 31, 2024, due to their short-term nature.
•The carrying value of investments in equity securities were measured at fair value on March 31, 2025 and December 31, 2024 based on quoted prices in active markets.
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•The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on March 31, 2025 and December 31, 2024, as the effective interest rates approximated market rates.
•The carrying values of amounts outstanding under finance and operating lease obligations approximated fair value on March 31, 2025 and December 31, 2024, as the effective borrowing rates approximated market rates.
Nonrecurring Measurements
Certain assets and liabilities are measured at fair value on a nonrecurring basis. These items are not measured at fair value on an ongoing basis but may be subject to fair value adjustments in certain circumstances. These assets and liabilities include those acquired through the IMG Acquisition, which are required to be measured at fair value on the acquisition date in accordance with ASC Topic 805. See Note 2—Significant Accounting Policies.
Recurring Measurements
The fair values of the Company’s cash equivalents measured on a recurring basis pursuant to ASC 820-10 Fair Value Measurements and Disclosures are carried at estimated fair value. Cash equivalents consist of money market accounts which the Company has classified as Level 1 given the active market for these accounts. As of March 31, 2025 and December 31, 2024, the Company had cash equivalents, measured at fair value, of $0.3
The Company holds an investment in Oklo Inc. (“Oklo”) made during the three months ended September 30, 2023. In May 2024, Oklo was acquired by a publicly traded special purpose acquisition company which resulted in the conversion of the Company’s investment into common shares of Oklo, which are traded on the New York Stock Exchange. The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market. As of March 31, 2025 and December 31, 2024, the fair value of the investment was estimated at $38.3 million and $51.6 million, respectively. The change in Oklo’s fair value along with the sale of shares in the active market, resulted in a gain of $16.6 million during the three months ended March 31, 2025, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations. Additionally, the Company sold shares valued at $29.9 million during the three months ended March 31, 2025, included in sale of equity securities within the investing section in the accompanying unaudited condensed consolidated statements of cash flows.
Additionally, during the three months ended December 31, 2023, the Company purchased depository interests representing shares of common stock in Tamboran Resources Corporation (“Tamboran”). In June 2024, Tamboran completed its initial public offering and listed its common stock on the New York Stock Exchange. In addition to the prior purchase of depository interests, the Company participated in Tamboran’s initial public offering by purchasing an additional $10.0 million of Tamboran’s common stock. The Company measures this investment in equity securities at fair value using Level 1 inputs based on quoted prices in an active market. As of March 31, 2025 and December 31, 2024, the fair value of the investment was estimated at $21.4 million and $18.8 million, respectively. The change in Tamboran’s fair value resulted in an unrealized gain of $2.7 million during the three months ended March 31, 2025, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations.
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 accompanying unaudited condensed consolidated financial statements. No such measurements were required as of March 31, 2025 and December 31, 2024 as no triggering event was identified.
Credit Risk
The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and trade receivables.
The Company’s cash and cash equivalent balances on deposit with financial institutions total $24.1 million and $20.0 million as of March 31, 2025 and December 31, 2024, respectively, which exceeded Federal Deposit Insurance Corporation insured limits. The Company regularly monitors these institutions’ financial condition.
The majority of the Company’s customers have payment terms of 45 days or less.
As of March 31, 2025, Customer A, Customer B, and Customer C accounted for 12 %, 11 %, and 10 %, respectively, of total consolidated accounts receivable and unbilled revenue. As of December 31, 2024, Customer B and Customer D accounted for 14 % and 10 %, respectively, of total consolidated accounts receivable and unbilled revenue. During the three months ended
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March 31, 2025, Customer A and Customer B accounted for 13 % and 10 %, respectively, of consolidated revenues. During the three months ended March 31, 2024, Customer A accounted for 15 % of consolidated revenues. No other customers accounted for more than 10% of accounts receivable and unbilled revenues or revenues during the respective periods.
The Company mitigates the associated credit risk by performing credit evaluations and monitoring the payment patterns of its customers.
The Company applies historic loss factors to its receivable portfolio segments that are not expected to be further impacted by current economic developments, and an additional economic conditions factor to portfolio segments anticipated to experience greater losses in the current economic environment. While the Company has not experienced significant credit losses in the past and has not seen material changes to the payment patterns of its customers, the Company cannot predict with any certainty the degree to which unforeseen events may affect the ability of its customers to timely pay receivables when due. Accordingly, in future periods, the Company may revise its estimates of expected credit losses.
As of both March 31, 2025 and December 31, 2024, the Company had $0.8
| ($ in thousands) | ||||||||
| Allowance for credit losses on December 31, 2024 | $ | |||||||
| Credit losses: | ||||||||
| Current period provision | ||||||||
| Amounts written off, net of recoveries | ( | |||||||
| Allowance for credit losses on March 31, 2025 | $ | |||||||
Note 9—Equity
Restricted Stock Units
Restricted stock units (“RSUs”) granted pursuant to the Liberty Energy Inc. Amended and Restated Long Term Incentive Plan (“LTIP”), if they vest, will be settled in shares of the Company’s Class A Common Stock. RSUs were granted with vesting terms up to three years . Changes in non-vested RSUs outstanding under the LTIP during the three months ended March 31, 2025 were as follows:
| Number of Units | Weighted Average Grant Date Fair Value per Unit | ||||||||||
| Non-vested as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding as of March 31, 2025 | $ | ||||||||||
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Performance Restricted Stock Units
Performance restricted stock units (“PSUs”) granted pursuant to the LTIP, if they vest, will be settled in shares of the Company’s Class A Common Stock. PSUs were granted with a three-year cliff vesting and performance period, with the vesting percentage of the target award dependent on the satisfaction of the performance goals set forth in the applicable award agreement. The Company records compensation expense based on the Company’s best estimate of the number of PSUs that will vest at the end of the performance period. If such performance targets are not met, or are not expected to be met, no compensation expense is recognized and any recognized compensation expense is reversed. Changes in non-vested PSUs outstanding under the LTIP during the three months ended March 31, 2025 were as follows:
| Number of Units | Weighted Average Grant Date Fair Value per Unit | ||||||||||
| Non-vested as of December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | |||||||||||
| Outstanding as of March 31, 2025 | $ | ||||||||||
Stock-based compensation is included in cost of services and general and administrative expenses in the Company’s accompanying unaudited condensed consolidated statements of operations. The Company recognized stock-based compensation expense of $18.1 million and $7.3 million for the three months ended March 31, 2025 and 2024, respectively. Stock-based compensation expense for the three months ended March 31, 2025, includes $10.2 million of expense recognized related to the resignation of Christopher A. Wright, the Company’s former Chief Executive Officer upon confirmation as Secretary of Energy of the United States on February 3, 2025, included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. There was approximately $39.5 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of March 31, 2025. The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of two years .
Dividends
The Company paid cash dividends of $0.08 per share of Class A Common Stock on March 20, 2025 to stockholders of record as of March 6, 2025, which totaled $12.9 million.
The Company paid cash dividends of $0.07 per share of Class A Common Stock on March 20, 2024 to stockholders of record as of March 6, 2024, which totaled $11.6 million.
Additionally, the Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2025 vesting date, which totaled $0.3 million for the three months ended March 31, 2025. The Company paid accrued dividend equivalents upon vesting for the RSUs and PSUs with a 2024 vesting date, which totaled $0.0 million for the three months ended March 31, 2024.
As of March 31, 2025 and December 31, 2024, the Company had $1.4 million and $1.5 million of dividend equivalents payable related to RSUs and PSUs to be paid upon vesting, respectively. Dividend equivalents related to forfeited RSUs or PSUs will be forfeited.
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Share Repurchase Program
On July 25, 2022, the Company’s board of directors (the “Board”) authorized and the Company announced a share repurchase program that allowed the Company to repurchase the Company’s Class A Common Stock. As of March 31, 2025 and December 31, 2024, the cumulative repurchase authorization was $750.0
| Three Months Ended March 31, | |||||||||||
| ($ in thousands, except share count and per share data) | 2025 | 2024 | |||||||||
| Shares of Class A Common Stock | |||||||||||
| Cost of shares repurchased | $ | $ | |||||||||
| Average price per share including commissions | $ | $ | |||||||||
As of March 31, 2025, $270.2 million remained authorized for future repurchases of Class A Common Stock under the share repurchase program.
The Company accounts for the purchase price of repurchased common shares in excess of par value ($0.01 per share of Class A Common Stock) as a reduction of additional paid-in capital, and will continue to do so until additional paid-in capital is reduced to zero. Thereafter, any excess purchase price will be recorded as a reduction to retained earnings.
As enacted by the Inflation Reduction Act of 2022, the Company accrued stock repurchase excise tax of $0.2 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 and December 31, 2024 the Company had excise tax payables of $1.1 million and $0.9 million, respectively, in accrued liabilities in the accompanying unaudited condensed consolidated balance sheets.
Note 10—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 treasury stock method to determine the potential dilutive effect of outstanding RSUs and PSUs.
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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 Class A Common Stock outstanding:
| Three Months Ended | |||||||||||
| (In thousands, except per share data) | March 31, 2025 | March 31, 2024 | |||||||||
| Basic Net Income Per Share | |||||||||||
| Numerator: | |||||||||||
| Net income attributable to Liberty Energy Inc. stockholders | $ | $ | |||||||||
| Denominator: | |||||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Basic net income per share attributable to Liberty Energy Inc. stockholders | $ | $ | |||||||||
| Diluted Net Income Per Share | |||||||||||
| Numerator: | |||||||||||
| Diluted net income attributable to Liberty Energy Inc. stockholders | $ | $ | |||||||||
| Denominator: | |||||||||||
| Basic weighted average common shares outstanding | |||||||||||
| Effect of dilutive securities: | |||||||||||
| Restricted stock units | |||||||||||
| Diluted weighted average common shares outstanding | |||||||||||
| Diluted net income per share attributable to Liberty Energy Inc. stockholders | $ | $ | |||||||||
Note 11—Income Taxes
The Company is a corporation and is subject to taxation in the United States, Canada, Australia and various state, local and provincial jurisdictions.
On October 8, 2021, the Organization for Economic Co-operation and Development (“OECD”) released a statement on the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting, which agreed to a two-pillar solution to address tax challenges of the digital economy. On December 20, 2021, the OECD released Pillar Two model rules defining a 15% global minimum tax rate for large multinational corporations (the “Pillar Two Framework”). On June 20, 2024 and December 23, 2024, Canada and Australia, respectively, enacted the Pillar Two global minimum tax regime, which is not expected to have a material impact on the Company’s financial statements for the fiscal year ended December 31, 2025. The OECD continues to release additional guidance and countries are implementing legislation, with widespread adoption of the Pillar Two Framework expected by 2025. The Company is continuing to evaluate the Pillar Two Framework and its potential impact on future periods, including any legislation enacted in the jurisdictions in which the Company operates.
The Company may distribute cash from foreign subsidiaries to its U.S. parent as business needs arise. The Company has not provided for deferred income taxes on the undistributed earnings from certain foreign subsidiaries earnings as such earnings are considered to be indefinitely reinvested. If such earnings were to be distributed, any income and/or withholding tax would not be significant.
The effective global income tax rate applicable to the Company for the three months ended March 31, 2025 was 28.0 %, compared to 24.4 % for the period ended March 31, 2024. The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to state income taxes in the states the Company operates, as well as nondeductible executive compensation, partially offset by U.S. federal income tax credits. The Company recognized an income tax expense of $7.8 million and $26.5 million during the three months ended March 31, 2025 and 2024, respectively.
As of March 31, 2025 and December 31, 2024, the Company recognized a net deferred tax liability in the amount of $137.7
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Tax Receivable Agreements
In connection with the IPO, on January 17, 2018, the Company entered into two Tax Receivable Agreements (the “TRAs”) with R/C Energy IV Direct Partnership, L.P. and the then existing owners that continued to own units in Liberty Oilfield Services New HoldCo LLC (“Liberty LLC Units”) (each such person and any permitted transferee, a “TRA Holder” and together, the “TRA Holders”). The TRAs generally provide for the payment by the Company of 85% of the net cash savings, if any, in U.S. federal, state, and local income tax and franchise tax (computed using simplifying assumptions to address the impact of state and local taxes) that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result, as applicable to each TRA Holder, of (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s Liberty LLC Units in connection with the IPO or pursuant to the exercise of redemption or call rights, (ii) any net operating losses available to the Company as a result of the Corporate Reorganization, and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the TRAs.
At March 31, 2025, the Company’s liability under the TRAs was $74.9 million, of which $7.7 million was recorded as a current liability, and $67.2 million was recorded as a component of long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. The Company made TRA payments of $40.8 million for the three months ended March 31, 2025.
Note 12—Defined Contribution Plan
Note 13—Related Party Transactions
Franklin Mountain Energy, LLC
A member of the Board, Audrey Robertson, served as Executive Vice President of Finance of Franklin Mountain Energy, LLC (“Franklin Mountain”) until its acquisition by an unaffiliated party. Accordingly, effective January 28, 2025, Franklin Mountain is no longer a related party. The amounts of the Company’s revenue related to completion services provided to Franklin Mountain for the period January 1, 2025 through January 27, 2025, and the three months ended March 31, 2024 were $5.8 million and $11.5 million, respectively.
Receivables from Franklin Mountain as of December 31, 2024 were $4.2 million.
Liberty Resources LLC
Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) had certain common ownership and management with the Company. Effective March 14, 2024, the Affiliate is no longer a related party, following its acquisition by an unaffiliated party. The amounts of the Company’s revenue related to completion services provided to the Affiliate for the period January 1, 2024 through March 13, 2024 was $11.1 million.
During the period January 1, 2024 through March 13, 2024, interest income from the Affiliate was $0.5 million.
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Oklo Inc.
During the three months ended September 30, 2023, the Company invested $10.0 million in a fission power and nuclear fuel recycling company, Oklo. Effective May 10, 2024, through an acquisition by a special purpose acquisition company, the Company’s investment converted into shares traded on the New York Stock Exchange. Additionally, Christopher A. Wright, the Company’s previous Chief Executive Officer and Chairman of the Board, was appointed to the Oklo board of directors. Effective February 3, 2025, Mr. Wright was confirmed as the United States Secretary of Energy by the United States Senate and, as a result, resigned from his position as Chief Executive Officer, Chairman of the Board, and his position on the Oklo board of directors. As a result, Oklo is no longer a related party. The change in Oklo’s fair value along with the sale of shares in the active market, resulted in a gain of $16.6 million during the three months ended March 31, 2025, included in gain on investments, net in the accompanying unaudited condensed consolidated statements of operations. Additionally, the Company sold shares of Oklo valued at $29.9 million during the three months ended March 31, 2025, included in sale of equity securities within the investing section in the accompanying unaudited condensed consolidated statements of cash flows. The Company was not party to any other transactions related to Oklo during the period January 1, 2025 through February 2, 2025 and the three months ended March 31, 2024.
Nomad Proppant Services LLC
During the year ended December 31, 2021, the Company committed to investing $10.0 million in Nomad Proppant Services LLC (“Nomad”), a mobile sand mine company. Upon the commitment, the Company had a significant but non-controlling financial interest in Nomad. Within the normal course of business, the Company purchased proppant from Nomad for $0.0 million and $1.9 million during the three months ended March 31, 2025 and 2024, respectively. Payables to Nomad were $0.0 million and $0.6 million as of March 31, 2025 and December 31, 2024, respectively.
As of March 31, 2025 and December 31, 2024, the value of the Company’s investment using the equity method accounting was $9.6 million and $10.7 million, respectively. During the three months ended March 31, 2025 and 2024, the Company received cash distributions from Nomad in the amounts of $1.0 million and $0.0 million, respectively, included in cash return on equity investment within the operating section in the accompanying unaudited condensed consolidated statements of cash flows.
Bettering Human Lives Foundation
In December 2023, the Company established the Bettering Human Lives Foundation (the “Foundation”), a nonprofit organization dedicated to promoting clean cooking solutions and improving the well-being of communities worldwide. Upon establishment, the Company made a commitment to make an annual charitable contribution of $1.0 million to the Foundation, subject to obtaining necessary approvals. Effective January 1, 2024, Anne Hyre, the executive director of the Foundation, is employed by a subsidiary of the Company and seconded to the Foundation and certain officers of the Company are members of the Foundation’s governance board. Effective March 24, 2025, Ron Gusek, the Company’s Chief Executive Officer, became a member of the Foundation’s Advisory Board. Additionally, the Company and the Foundation entered into a professional services agreement (the “Professional Services Agreement”), whereby the Company may provide certain administrative services with a value up to $1.0 million to the Foundation, subject to reimbursement. Under the Professional Services Agreement, the Company did not
During the three months ended March 31, 2025 and 2024, the Company made charitable contributions of $0.2 million and $0.3 million, to the Foundation, respectively.
Note 14—Commitments & Contingencies
Purchase Commitments (tons are not in thousands)
The Company enters into purchase and supply agreements to secure supply and pricing of proppants, transload, and equipment. As of March 31, 2025 and December 31, 2024, the agreements provide pricing and committed supply sources for the Company to purchase 365,632 and 360,000 tons, respectively, of proppant through December 31, 2025. Amounts below also include commitments to pay for transport fees on minimum amounts of proppants. Additionally, related proppant transload service commitments run through December 31, 2025.
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Future proppant, transload, and equipment commitments are as follows:
| ($ in thousands) | |||||
| Remainder of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| $ | |||||
Certain supply agreements contain a clause whereby in the event that the Company fails to purchase minimum volumes, as defined in the agreement, during a specific time period, a shortfall fee may apply. In circumstances where the Company does not make the minimum purchase required under the contract, the Company and its suppliers have a history of amending such minimum purchase contractual terms and in rare cases does the Company incur shortfall fees. If the Company were unable to make any of the minimum purchases and the Company and its suppliers cannot come to an agreement to avoid such fees, the Company could incur shortfall fees in the amounts of $8.3 million for the remainder of 2025. Based on forecasted levels of activity, the Company does not currently expect to incur significant shortfall fees.
Included in the commitments for the remainder of 2025 are $2.2 million of payments expected to be made in the second quarter of 2025 for the use of certain light duty trucks, heavy tractors, and field equipment used to various degrees in frac and wireline operations. The Company is in negotiations with the third-party owner of such equipment to lease or purchase some or all of such aforementioned vehicles and equipment, subject to agreement on terms and conditions. No gain or loss is expected upon consummation of any such agreement.
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, individually or in aggregate, will have a material adverse effect on the Company’s financial position or results of operations.
Note 15—Subsequent Events
On April 15, 2025, the Board approved a quarterly dividend of $0.08 per share of Class A Common Stock to be paid on June 20, 2025 to holders of record as of June 6, 2025.
No other significant subsequent events have occurred that would require recognition or disclosure in the accompanying unaudited condensed consolidated financial statements and notes thereto.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs, and expected performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, including those described in “Cautionary Note Regarding Forward-Looking Statements,” the Annual Report under the heading “Item 1A. Risk Factors,” and in “Part II – Other Information, Item 1A. Risk Factors” included herein. We assume no obligation to update any of these forward-looking statements.
Overview
The Company, together with its subsidiaries, is a leading integrated energy services and technology company focused on providing innovative hydraulic fracturing services and related technologies to onshore oil and natural gas E&P companies. We offer customers hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing and treating, CNG delivery, data analytics, related goods (including our sand mine operations), and technologies to facilitate lower emission completions, thereby helping our customers reduce their emissions profile. We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of March 31, 2025. We provide our services primarily in the major oil and gas shale basins in North America and in the Northern Territory of Australia.
In early 2023, the Company launched Liberty Power Innovations LLC (“LPI”), an integrated alternative fuel and power solutions provider for remote applications. LPI provides CNG supply, field gas processing and treating, and well site fueling and logistics. LPI was formed to support the Company’s transition towards our next generation digiFleets℠ and dual fuel fleets, as CNG fueling services can be limited in the market, yet critical to maintaining highly efficient well site operations. Through the first quarter of 2025, LPI was primarily focused on supporting an industry transition to natural gas fueled technologies, serving as a key enabler of the next step of cost and emissions reductions in the oilfield. In January 2025, we announced LPI’s intent to expand into the distributed power business, where we expect to leverage our experience in providing electric power for our digiFrac℠ pumps into other areas inside and outside of the oilfield.
Business Developments
On March 3, 2025, we completed the acquisition of IMG Energy Solutions, a leading developer of distributed power systems, for cash consideration of approximately $19.6 million, subject to normal closing adjustments and net of cash received. The IMG Acquisition brings integrated capabilities across engineering design and development, construction management, enhanced software and monitoring systems, operations and marketing. We believe the IMG Acquisition will strengthen LPI by incorporating IMG Energy Solutions’s advanced engineering designs, software control systems, utility interconnection experience and power marketing expertise.
Business Strategy and Technical Innovation
We believe technical innovation and strong relationships with our customer and supplier bases distinguish us from our competitors and are the foundations of our business. We expect that E&P companies will continue to focus on technological innovation as completion complexity and fracture intensity of horizontal wells increases, particularly as customers are increasingly focused on reducing emissions from their completions operations. We remain proactive in developing innovative solutions to industry challenges, including developing: (i) our databases of U.S. unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; (iv) our dual fuel dynamic gas blending (“DGB”) fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower costs; (v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO2e emission profile than the Tier IV DGB; (vi) our wet sand handling technology which eliminates the need to dry sand, enabling the deployment of mobile mines nearer to wellsites; and (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield. In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity throughout the year to better service our customers. In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate.
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Recent Trends and Outlook
Global oil markets are contending with tariff impacts, geopolitical tensions, and oil supply dynamics, including the evolving OPEC+ production strategy and potential constraints on Iranian, Russian, and Venezuelan oil exports. While recent volatility in commodity prices is not immediately driving changes in North American production activity, oil producers are evaluating a range of scenarios in anticipation of oil price pressure in light of the foregoing. Gas producers could prove to be beneficiaries of potentially lower associated gas production in oily basins if oil production is curtailed. Larger, well-capitalized producers, that comprise a greater portion of present North American shale production, are better able to withstand a broader range of commodity prices.
Most producers have targeted flat to modest production growth for 2025 and today’s frac activity supports maintaining current oil production levels. Natural gas fundamentals are expected to be more favorable during the year on rising LNG export capacity demand.
During the first quarter of 2025, the posted WTI price traded at an average of $71.78 per barrel (“Bbl”), as compared to the first quarter of 2024 average of $77.50 per Bbl, and the fourth quarter of 2024 average of $70.73 per Bbl. Subsequent to March 31, 2025, the WTI price traded lower at an average of $64.18 per Bbl through April 14, 2025. In addition, the Henry Hub price traded at an average of $4.14 per one million British thermal units (“MMBtu”), as compared to the first quarter of 2024 average of $2.44 per MMBtu, and the fourth quarter of 2024 average of $2.15 per MMBtu. Subsequent to March 31, 2025, the Henry Hub traded lower at an average of $3.82 per MMBtu through April 14, 2025, still well above prior period prices. The average domestic onshore rig count for the United States and Canada was 788 rigs reported in the first quarter of 2025, down from the average in the first quarter of 2024 of 810, and up from the fourth quarter of 2024 of 765, according to a report from Baker Hughes.
Results of Operations
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024
| Three months ended March 31, | |||||||||||||||||
| Description | 2025 | 2024 | Change | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Revenue | $ | 977,461 | $ | 1,073,125 | $ | (95,664) | |||||||||||
| Cost of services, excluding depreciation, depletion, and amortization shown separately | 761,616 | 782,680 | (21,064) | ||||||||||||||
| General and administrative | 65,775 | 52,986 | 12,789 | ||||||||||||||
| Transaction and other costs | 811 | — | 811 | ||||||||||||||
| Depreciation, depletion, and amortization | 127,742 | 123,186 | 4,556 | ||||||||||||||
| Loss (gain) on disposal of assets, net | 3,345 | (1,160) | 4,505 | ||||||||||||||
| Operating income | 18,172 | 115,433 | (97,261) | ||||||||||||||
| Other (income) expense, net | (9,745) | 7,063 | (16,808) | ||||||||||||||
| Net income before income taxes | 27,917 | 108,370 | (80,453) | ||||||||||||||
| Income tax expense | 7,806 | 26,478 | (18,672) | ||||||||||||||
| Net income | 20,111 | 81,892 | (61,781) | ||||||||||||||
Revenue
Our revenue decreased $95.7 million, or 9%, to $977.5 million for the three months ended March 31, 2025 compared to $1.1 billion for the three months ended March 31, 2024. The decrease in revenue was primarily attributable to a decrease in service and materials pricing, partially offset by higher activity levels primarily from increased fleet efficiency.
Cost of Services
Cost of services (excluding depreciation, depletion, and amortization) decreased $21.1 million, or 3%, to $761.6 million for the three months ended March 31, 2025 compared to $782.7 million for the three months ended March 31, 2024. The decrease in expense was primarily related to decreases in materials costs and lower repairs and maintenance costs, partially offset by increased personnel costs related to higher activity levels discussed above.
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General and Administrative
General and administrative increased 24%, to $65.8 million for the three months ended March 31, 2025 compared to $53.0 million for the three months ended March 31, 2024. The increase was primarily attributable to increased stock-based compensation expense recognized in connection with the resignation of Christopher A. Wright, the Company’s previous Chief Executive Officer and Chairman of the Board, from the Company upon his confirmation to the Secretary of Energy of the United States.
Transaction and Other Costs
Transaction and other costs were $0.8 million for the three months ended March 31, 2025, with no such costs recorded for the three months ended March 31, 2024, for costs related to the IMG Acquisition. See Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.
Depreciation, Depletion, and Amortization
Depreciation, depletion, and amortization expense increased $4.6 million, or 4%, to $127.7 million for the three months ended March 31, 2025 compared to $123.2 million for the three months ended March 31, 2024. The increase during the three months ended March 31, 2025 was due to additional finance leases entered into during the period for heavy equipment.
Loss (Gain) on Disposal of Assets, net
The Company recorded a loss on disposal of assets of $3.3 million for the three months ended March 31, 2025 compared to a gain on disposal of assets of $1.2 million for the three months ended March 31, 2024. The loss as of March 31, 2025 was primarily the result of the Company selling equipment that is no longer in use as part of normal course fleet and equipment management. The gain as of March 31, 2024 primarily related to the scrapping of fully depreciated equipment.
Other (Income) Expense, Net
Other (income) expense, net changed by $16.8 million to $9.7 million income for the three months ended March 31, 2025 compared to $7.1 million expense for the three months ended March 31, 2024. Other (income) expense, net is comprised of gain on investments, net of $19.3 million related to investments in equity securities measured at fair value for the three months ended March 31, 2025, with no such gain or loss on investments during the three months ended March 31, 2024. Interest expense, net increased $2.0 million primarily as a result of the addition of finance lease liabilities, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s finance leases. Additionally, interest income—related party decreased $0.5 million related to a note receivable agreement executed in December 2022, amended in August 2023, and fully collected in March 2024.
Income Tax Expense
The Company recognized income tax expense of $7.8 million for the three months ended March 31, 2025, an effective rate of 28%, compared to $26.5 million for the three months ended March 31, 2024, an effective rate of 24%. The decrease in income tax expense was primarily attributable to the decrease in net income before income taxes, as discussed above.
Comparison of Non-GAAP Financial Measures
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income before interest, income taxes, and depreciation, depletion, and amortization. We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, gain or loss on the disposal of assets, net, bad debt reserves, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, net, and other non-recurring expenses that management does not consider in assessing ongoing performance.
Our Board, management, investors, and lenders use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation, depletion, and amortization) and other items that impact the comparability of financial results from period to period. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.
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Note Regarding Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations. Net income is the GAAP financial measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as an analytical tool due to exclusion of some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA or Adjusted EBITDA in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net income, which is the most directly comparable GAAP financial measure for the periods presented:
Three Months Ended March 31, 2025, Compared to Three Months Ended March 31, 2024: EBITDA and Adjusted EBITDA
| Three Months Ended March 31, | |||||||||||||||||
| Description | 2025 | 2024 | Change | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Net income | $ | 20,111 | $ | 81,892 | $ | (61,781) | |||||||||||
| Depreciation, depletion, and amortization | 127,742 | 123,186 | 4,556 | ||||||||||||||
| Interest expense, net | 9,543 | 7,063 | 2,480 | ||||||||||||||
| Income tax expense | 7,806 | 26,478 | (18,672) | ||||||||||||||
| EBITDA | $ | 165,202 | $ | 238,619 | $ | (73,417) | |||||||||||
| Stock-based compensation expense | 18,080 | 7,327 | 10,753 | ||||||||||||||
| Gain on investments, net | (19,288) | — | (19,288) | ||||||||||||||
| Transaction and other costs | 811 | — | 811 | ||||||||||||||
| Loss (gain) on disposal of assets, net | 3,345 | (1,160) | 4,505 | ||||||||||||||
| Adjusted EBITDA | $ | 168,150 | $ | 244,786 | $ | (76,636) | |||||||||||
EBITDA was $165.2 million for the three months ended March 31, 2025 compared to $238.6 million for the three months ended March 31, 2024. Adjusted EBITDA was $168.2 million for the three months ended March 31, 2025 compared to $244.8 million for the three months ended March 31, 2024. The decreases in EBITDA and Adjusted EBITDA primarily resulted from lower pricing and partially offset by changes in activity levels in 2025 as described above under the captions Revenue, Cost of Services, and General and Administrative for the Three Months Ended March 31, 2025, Compared to the Three Months Ended March 31, 2024.
Liquidity and Capital Resources
Overview
Our primary sources of liquidity consist of cash flows from operations and borrowings under our ABL Facility. We believe that we can fund operations and current organic growth plans with these sources. We monitor the availability and cost of capital resources such as equity, debt, and lease financings that could be leveraged for current or future financial obligations including those related to acquisitions, capital expenditures, working capital, and other liquidity requirements. We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund organic and other growth opportunities that we pursue, including via acquisition. Our primary uses of capital have been capital expenditures to support growth, both organic and through acquisitions, and funding ongoing operations, including maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock.
Cash and cash equivalents increased by $4.1 million to $24.1 million as of March 31, 2025 compared to $20.0 million as of December 31, 2024, while working capital excluding cash and current liabilities under debt and lease arrangements decreased $36.1 million.
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As of March 31, 2025, the Company was party to one credit agreement, which provides for a revolving line of credit up to $525.0 million. The ABL Facility is subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory available to finance working capital needs. As of March 31, 2025, the borrowing base was calculated to be $363.9 million, and the Company had $210.0 million outstanding, in addition to letters of credit in the amount of $14.0 million, with $139.9 million of remaining availability.
The ABL Facility contains covenants that restrict our ability to take certain actions. As of March 31, 2025, we were in compliance with all debt covenants.
See Note 7— Debt to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.
We have no material off balance sheet arrangements as of March 31, 2025, except for purchase commitments under supply agreements as disclosed above under Note 14—Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report. As such, we are not materially exposed to any other financing, liquidity, market, or credit risk that could arise if we had engaged in such financing arrangements.
Share Repurchase Program
Under our share repurchase program, the Company is authorized to repurchase up to $750.0 million of outstanding Class A Common Stock through July 31, 2026. Shares may be repurchased from time to time for cash in open market transactions, through block trades, in privately negotiated transactions, through derivative transactions, or by other means in accordance with applicable federal securities laws. The timing and the amount of repurchases will be determined by the Company at its discretion based on an evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require us to purchase any dollar amount or number of shares of our Class A Common Stock and may be modified, suspended, extended or terminated at any time without prior notice. The Company expects to fund any repurchases by using cash on hand, borrowings under the ABL Facility, and expected free cash flow to be generated through the duration of the share repurchase program. During the three months ended March 31, 2025, the Company repurchased and retired shares of Class A Common Stock for $24.0 million, under the share repurchase program.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
| Three Months Ended March 31, | |||||||||||||||||
| Description | 2025 | 2024 | Change | ||||||||||||||
| (in thousands) | |||||||||||||||||
Net cash provided by operating activities | $ | 192,118 | $ | 159,396 | $ | 32,722 | |||||||||||
Net cash used in investing activities | (106,175) | (141,993) | 35,818 | ||||||||||||||
Net cash used in financing activities | (81,849) | (30,233) | (51,616) | ||||||||||||||
Analysis of Cash Flow Changes Between the Three Months Ended March 31, 2025 and March 31, 2024
Operating Activities. Net cash provided by operating activities was $192.1 million for the three months ended March 31, 2025, compared to $159.4 million for the three months ended March 31, 2024. The $32.7 million increase in cash from operating activities is attributable to a $39.8 million increase in cash from changes in working capital for the three months ended March 31, 2025, compared to a $52.0 million decrease in cash from changes in working capital for the three months ended March 31, 2024. This increase in cash flows was partially offset by a $95.7 million decrease in revenues, net of a $36.6 million decrease in cash operating expenses, interest expense, net, and income tax expense.
Investing Activities. Net cash used in investing activities was $106.2 million for the three months ended March 31, 2025, compared to $142.0 million for the three months ended March 31, 2024. Cash used in investing activities was lower during the three months ended March 31, 2025, compared to the three months ended March 31, 2024 primarily due to proceeds of $29.9 million from the sale of common shares on the active market of Oklo and higher proceeds from the sale of assets, offset by a nominal increase in capital expenditures, including acquisitions. During the three months ended March 31, 2025, the Company acquired IMG Energy Solutions for total cash consideration of approximately $15.2 million, net of cash received, after preliminary closing adjustments. Refer to Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to the IMG Acquisition. Investments in equipment, including the new digiTechnologies™ suite and capitalized maintenance of existing equipment decreased $11.1 million, from $145.0 million for the three months ended March 31, 2024 to $133.9 million for the three months ended March 31, 2025.
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Financing Activities. Net cash used in financing activities was $81.8 million for the three months ended March 31, 2025, compared to net cash used in financing activities of $30.2 million for the three months ended March 31, 2024. The $51.6 million increase in cash used in financing activities was primarily due to a $35.6 million increase in cash paid under the TRA liability, $8.4 million increase in cash paid for finance leases, $5.8 million increase in cash paid for tax withholding on RSU vestings, and $1.5 million increase in dividends paid. These increases were partially offset by a $6.5 million decrease in net borrowings and $6.2 million decrease in share repurchases during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.
Cash Requirements
Our material uses of cash consist primarily of obligations under long-term debt on the ABL Facility, TRAs, finance and operating leases for property and equipment, cash used to pay for repurchases of, and dividends on, shares of our Class A Common Stock, and purchase obligations as part of normal operations. Certain amounts included in our contractual obligations as of March 31, 2025 are based on our estimates and assumptions about these obligations, including pricing, volumes, and duration. We have no material off balance sheet arrangements as of March 31, 2025, except for purchase commitments under supply agreements of $26.1 million payable within 2025. See Note 14—Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for information regarding scheduled contractual obligations. During the three months ended March 31, 2025, the Company expanded its equipment lease facilities resulting in the addition of $27.7 million in new finance lease obligations. The terms on these new leases range from three to five years.
There have been no material changes to cash requirements since the year ended December 31, 2024.
Income Taxes
The Company is a corporation and is subject to U.S. federal, state, and local income tax. The Company is also subject to Canada and Australia federal and provincial income tax on its foreign operations.
The effective global income tax rate applicable to the Company for the three months ended March 31, 2025 was 28%, compared to 24% for the period ended March 31, 2024. The Company’s effective tax rate is greater than the statutory federal income tax rate of 21% due to state income taxes in the states the Company operates, as well as nondeductible executive compensation, partially offset by U.S. federal income tax credits. The Company recognized an income tax expense of $7.8 million and $26.5 million during the three months ended March 31, 2025 and 2024, respectively.
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. As of March 31, 2025 and December 31, 2024, the Company’s net deferred tax liabilities were $137.7 million.
Refer to Note 11—Income Taxes to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to income tax expense.
Tax Receivable Agreements
Refer to Note 11—Income Taxes to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to tax receivable agreements.
Critical Accounting Estimates
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with GAAP, which require us to make estimates and assumptions (see Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report and Note 2—Significant Accounting Policies and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the Annual Report). A critical accounting estimate is one that requires our most difficult, subjective or complex estimates and assessments and is fundamental to our results of operations. We base our estimates on historical experience and on various other assumptions we believe to be reasonable according to the current facts and circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
There have been no material changes in our evaluation of our critical accounting policies and estimates since our Annual Report.
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Item 3. Quantitative and Qualitative Disclosure about Market Risk
Our unaudited condensed consolidated financial statements are expressed in U.S. dollars, but, effective January 1, 2021, a portion of our operations is conducted in a currency other than U.S. dollars. The Canadian dollar is the functional currency of the Company’s foreign subsidiary as it is the primary currency within the economic environment in which the subsidiary operates. Additionally, during the three months ended March 31, 2024, the Company formed an entity in Australia, in which the Australian dollar as the functional currency of the Company’s foreign subsidiary.
Changes in the exchange rates of the above foreign currencies can affect our revenues, earnings, and the carrying value of our assets and liabilities in our unaudited condensed consolidated balance sheets, either positively or negatively. Adjustments resulting from the translation of the subsidiary’s financial statements are reported in other comprehensive income (loss). For the three months ended March 31, 2025 and 2024, the Company recorded foreign currency translation income of $0.1 million and loss of $3.7 million, to comprehensive income (loss), respectively.
Other exposures to market risk have not changed materially since December 31, 2024. For quantitative and qualitative disclosures about market risk, in addition to foreign currency translation, see Part II, Item 7(a), “Quantitative and Qualitative Disclosures About Market Risk,” in the Annual Report.
Item 4. Controls and Procedures
In accordance with Rules 13a-15 and 15d-15 of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
During the quarter ended March 31, 2025, we completed the IMG Acquisition on March 3, 2025. The Company is in the process of integrating the internal controls over financial reporting of the entities acquired. As a result of these integration activities, certain controls will be evaluated and may be changed. Once integrated, we will update documentation of our internal controls over financial reporting, as necessary, to reflect modifications to business processes and accounting procedures impacted.
There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Information relating to legal proceedings is described in Note 14—Commitments & Contingencies to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report, and the information discussed therein is incorporated by reference into this Part II, Item 1.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in the Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results.
No other risk factors were identified in addition to the risk factors set forth in the Annual Report. There have been no material changes to the risk factors in the Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Program
The following sets forth information with respect to our repurchases of shares of Class A Common Stock during the three months ended March 31, 2025:
| Period | Total number of shares purchased | Average price paid per share (2) | Total number of shares purchased as part of publicly announced plans or programs (1) | Approximate dollar value of shares that may yet be purchased under the plans or programs (1) | ||||||||||||||||||||||
| January 1, 2025 - January 31, 2025 | — | $ | — | — | $ | 294,191,766 | ||||||||||||||||||||
| February 1, 2025 - February 28, 2025 | 270,131 | $ | 17.34 | 270,131 | $ | 289,507,608 | ||||||||||||||||||||
| March 1, 2025 - March 31, 2025 | 1,276,007 | $ | 15.10 | 1,276,007 | $ | 270,233,835 | ||||||||||||||||||||
| Total | 1,546,138 | $ | 15.50 | 1,546,138 | $ | 270,233,835 | ||||||||||||||||||||
(1) On July 25, 2022, the Board authorized and the Company announced a share repurchase program that allowed the Company to repurchase up to $250.0 million of the Company’s Class A Common Stock beginning immediately and continuing through July 31, 2024. Additionally, on January 24, 2023 the Board authorized and the Company announced an increase of the cumulative repurchase authorization to $500.0 million. Furthermore, on January 23, 2024, the Board authorized and the Company announced an increase of the cumulative repurchase authorization to $750.0 million and extended the authorization through July 31, 2026. Shares may be repurchased from time to time for cash in open market transactions, through block trades, in privately negotiated transactions, through derivative transactions, or by other means in accordance with applicable federal securities laws. The timing and the amount of repurchases will be determined by the Company at its discretion based on an evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require us to purchase any dollar amount or number of shares of our Class A Common Stock and may be modified, suspended, extended or terminated at any time without prior notice. The Company expects to fund any repurchases by using cash on hand, borrowings under the ABL Facility, and expected free cash flow to be generated through the duration of the share repurchase program.
(2) The average price paid per share of $15.50 was calculated including commissions.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Our mining operations are subject to regulation by the federal Mine Safety and Health Administration under the Federal Mine Safety and Health Act of 1977. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this report.
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Item 5. Other Information
During the quarter ended March 31, 2025, none of our directors or Section 16 officers informed us of the adoption termination
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Item 6. Exhibits
The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.
INDEX TO EXHIBITS
Exhibit Number | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 31.1 | |||||||||||
| 31.2 | |||||||||||
| 32.1 | |||||||||||
| 32.2 | |||||||||||
| 95 | |||||||||||
| 101.INS | XBRL Instance Document * | ||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document * | ||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * | ||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | ||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * | ||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * | ||||||||||
| (1) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on January 18, 2018. | ||||||||||
| (2) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on April 21, 2022. | ||||||||||
| (3) | Incorporated by reference to the registrant’s Current Report on Form 8-K, filed on January 26, 2023. | ||||||||||
| * | Filed herewith. | ||||||||||
| ** | Furnished herewith. | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | |||||||||||
| /s/ Ron Gusek | |||||||||||
| Date: | April 17, 2025 | By: | Ron Gusek | ||||||||
| Chief Executive Officer and Director (Principal Executive Officer) | |||||||||||
| /s/ Michael Stock | |||||||||||
| Date: | April 17, 2025 | By: | Michael Stock | ||||||||
| Chief Financial Officer (Principal Financial Officer) | |||||||||||
| /s/ Ryan T. Gosney | |||||||||||
| Date: | April 17, 2025 | By: | Ryan T. Gosney | ||||||||
| Chief Accounting Officer and Vice President of Finance (Principal Accounting Officer) | |||||||||||
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