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(Mark One)

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

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 16, 2023, the registrant had 168,608,327 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.

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, future global economic conditions, the impact of the Russian invasion of Ukraine, 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 for the year ended December 31, 2022, 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.

Liberty Energy Inc., formerly known as Liberty Oilfield Services Inc. (the “Company”), was incorporated as a Delaware corporation on December 21, 2016, to become a holding corporation for Liberty Oilfield Services New HoldCo LLC (“Liberty LLC”) and its subsidiaries upon completion of a corporate reorganization (the “Corporate Reorganization”) and planned initial public offering of the Company (“IPO”). On April 19, 2022, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation for the purpose of changing the Company’s name from “Liberty Oilfield Services Inc.” to “Liberty Energy Inc.” and thereafter, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect the new name, effective April 25, 2022. Effective January 31, 2023, Liberty LLC was merged into the Company, with the Company surviving the merger (the “Merger”). In connection with the Merger, all outstanding shares of the Company’s Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) were redeemed and exchanged for an equal number of shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). The Company did not make any distributions or receive any proceeds in connection with this exchange. Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 10, 2023 (the “Annual Report”), for additional information on the Merger completed on January 31, 2023, and the Corporate Reorganization and IPO that were completed on January 17, 2018.

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 exploration and production (“E&P”) companies in North America. 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 that will facilitate lower emission completions, thereby helping our customers reduce their emissions profile.

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

The accompanying unaudited condensed consolidated financial statements and related notes present the condensed consolidated financial position of the Company as of September 30, 2023 and December 31, 2022, the results of operations and equity of the Company as of and for the three and nine months ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022. The interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the interim period. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the results of operations expected for the entire fiscal year ended December 31, 2023. Further, these estimates and other factors, including those outside the Company’s control, such as the impact of sustained lower commodity prices, could have a significant adverse impact to the Company’s financial condition, results of operations and cash flows.

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

The Company incurred transaction related costs in connection with the Siren Acquisition (as defined below). Such costs include investment banking, legal, accounting, and other professional services provided in connection with closing the transaction and are expensed as incurred.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires that the acquiring entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company adopted this guidance effective December 15, 2022 and the adoption did not have a material impact on the accompanying unaudited condensed consolidated financial statements.

On April 6, 2023, the Company completed the acquisition of a Permian focused integrated natural gas compression and compressed natural gas delivery business, Siren Energy (“Siren”), for cash consideration of $76.0 million (the “Siren Acquisition”). The Siren 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 Siren Acquisition, the Company recorded goodwill of $42.0 million, property and equipment of $34.9 million, net working capital of $2.5 million, deferred revenue of $5.2 million, and other assets of $1.8 million. Goodwill is recorded in other assets in the accompanying unaudited condensed consolidated balance sheets. Due to the immateriality of the Siren Acquisition, the related revenue and earnings, supplemental pro forma financial information, and detailed purchase price allocation are not disclosed.

In accordance with ASC Topic 805, an acquirer is allowed a period, referred to as the measurement period, in which to complete its accounting for the transaction. Such measurement period ends at the earliest date that the acquirer a) receives the information necessary or b) determines that it cannot obtain further information, and such period may not exceed one year. As the Siren Acquisition closed on April 6, 2023, the Company is in the process of completing the initial purchase price allocation.

Certain amounts in the prior period financial statements have been reclassified including $2.3 million from accrued liabilities to income taxes payable in the accompanying unaudited condensed consolidated balance sheets to conform to the presentation of the current period financial statements. Additionally, beginning in the third quarter of fiscal year 2023, the Company combined amounts previously presented within “Effect of exchange on deferred tax asset, net of liability under tax receivable agreements” and “ Deferred tax impact of ownership changes from issuance of Class A Common Stock” into “Deferred tax and tax receivable agreements impact of the Liberty LLC merger into the Company” in the accompanying unaudited condensed consolidated statements of changes in equity. These reclassifications had no effect on the previously reported net income or loss.

Inventories consist of the following:

			September 30,						December 31,
($ in thousands)			2023						2022
Proppants			$	17,691					$	31,350
Chemicals			17,554						32,392
Maintenance parts and other			176,502						150,712
			$	211,747					$	214,454

During the three and nine months ended September 30, 2023, the lower of cost or net realizable value analysis resulted in the Company recording a write-down to the inventory carrying value of $0.0 million and $2.2 million, respectively. During the year ended December 31, 2022, the lower of cost or net realizable value analysis resulted in the Company recording a write-down to the inventory carrying value of $1.7 million recorded during the quarter ended September 30, 2022.

Property and equipment consist of the following:

			Estimated useful lives (in years)						September 30,						December 31,
($ in thousands)									2023						2022
Land			N/A						$	29,255					$	29,276
Field services equipment			2-10						2,398,065						1,925,848
Vehicles			4-7						63,155						62,683
Lease equipment			10						130,885						106,087
Buildings and facilities			5-30						138,713						135,281
Mineral reserves			>25						76,823						76,823
Office equipment and furniture			2-7						10,317						9,504
									2,847,213						2,345,502
Less accumulated depreciation and depletion									(1,413,121)						(1,141,656)
									1,434,092						1,203,846
Construction in-progress			N/A						179,345						158,518
Property and equipment, net									$	1,613,437					$	1,362,364

Depreciation expense for the three months ended September 30, 2023 and 2022 was $99.5 million and $77.5 million, respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized depreciation expense of $280.9 million and $219.9 million, respectively. Depletion expense for the three months ended September 30, 2023 and 2022 was $0.3 million and $0.3 million, respectively. Depletion expense for each of the nine months ended September 30, 2023 and 2022 was $0.9 million.

As of September 30, 2023 and December 31, 2022, the Company concluded that no triggering events that could indicate possible impairment of property and equipment had occurred, other than related to the assets held for sale discussed below.

As of September 30, 2023, the Company classified $0.7 million of land and $0.8 million of buildings, net of accumulated depreciation, of one property that it intends to sell within the next year, and that meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying unaudited condensed consolidated balance sheet. The Company estimates that the carrying value of the assets is equal to the fair value less the estimated costs to sell, net of write-downs taken in the prior period, and therefore no gain or loss was recorded during the nine months ended September 30, 2023.

Additionally, as of December 31, 2022, the Company classified $1.1 million of land and $6.2 million of buildings, net of accumulated depreciation, of two properties that it intends to sell within the next year, and that meets the held for sale criteria, to assets held for sale, included in prepaid and other current assets in the accompanying unaudited condensed consolidated balance sheet. One of the properties classified as held for sale as of December 31, 2022 was sold during the nine months ended September 30, 2023, resulting in a nominal loss included as a component of (gain) loss on disposal of assets in the accompanying unaudited condensed consolidated statements of income.

As of September 30, 2022, the Company classified $2.5 million of land and $11.4 million of buildings, net of accumulated depreciation, of two properties as assets held for sale. The Company estimated that carrying value of the assets was greater than the fair value less the estimated costs to sell, and therefore recorded a $2.7 million loss during the nine months ended September 30, 2022, included as a component of gain on disposal of assets in the accompanying unaudited condensed consolidated statements of income.

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.

The components of lease expense for the three and nine months ended September 30, 2023 and 2022 were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in thousands)			2023						2022						2023						2022
Finance lease cost:
Amortization of right-of-use assets			$	6,444					$	1,590					$	11,008					$	3,796
Interest on lease liabilities			1,882						453						3,271						1,066
Operating lease cost			9,924						10,675						30,562						32,809
Variable lease cost			1,415						1,337						3,932						3,473
Short-term lease cost			1,954						2,121						6,359						5,113
Total lease cost			$	21,619					$	16,176					$	55,132					$	46,257

Supplemental cash flow and other information related to leases for the three and nine months ended September 30, 2023 and 2022 were as follows:

			Three Months Ended September 30,												Nine Months Ended September 30,
($ in thousands)			2023						2022						2023						2022
Cash paid for amounts included in measurement of liabilities:
Operating leases			$	11,076					$	10,170					$	31,336					$	32,065
Finance leases			7,288						2,548						13,749						5,857
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases			11,747						3,323						28,667						22,693
Finance leases			88,125						8,409						105,298						14,742

During the nine months ended September 30, 2022, the Company amended certain operating leases, the change in terms of which caused the leases to be reclassified as finance leases. In connection with the amendments, the Company wrote-off operating lease right-of-use assets of $0.2 million and liabilities of $0.1 million. Additionally, in connection with the amendments, the Company recognized finance lease right-of-use assets of $2.7 million and liabilities of $2.7 million. There was no gain or loss recognized as a result of these amendments. During the nine months ended September 30, 2023, the Company did not reclassify any operating or finance leases.

Lease terms and discount rates as of September 30, 2023 and December 31, 2022 were as follows:

			September 30, 2023						December 31, 2022
Weighted-average remaining lease term:
Operating leases			4.4 years						4.8 years
Finance leases			3.4 years						3.1 years
Weighted-average discount rate:
Operating leases			5.8		%				4.6		%
Finance leases			8.3		%				8.2		%

Future minimum lease commitments as of September 30, 2023 are as follows:

($ in thousands)						Finance						Operating
Remainder of 2023						$	9,750					$	8,484
2024						35,081						31,038
2025						34,542						29,103
2026						37,296						18,370
2027						20,975						8,270
Thereafter						—						15,054
Total lease payments						137,644						110,319
Less imputed interest						(11,512)						(12,932)
Total						$	126,132					$	97,387

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 September 30, 2023 is $15.0 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.

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

The carrying amount of equipment leased to others, included in property, plant and equipment, under operating leases as of September 30, 2023 and December 31, 2022 were as follows:

Future payments receivable for operating leases as of September 30, 2023 are as follows:

Revenues from operating leases for the three and nine months ended September 30, 2023 were $9.6 million and $27.8 million, respectively. Revenues from operating leases for the three and nine months ended September 30, 2022 were $6.7 million and $18.4 million, respectively.

Accrued liabilities consist of the following:

($ in thousands)						September 30, 2023						December 31, 2022
Accrued vendor invoices						$	104,033					$	119,801
Operations accruals						73,270						72,348
Accrued benefits and other						90,715						84,670
						$	268,018					$	276,819

Debt consists of the following:

			September 30,						December 31,
($ in thousands)			2023						2022
Term Loan outstanding			$	—					$	104,716
Revolving Line of Credit			223,000						115,000
Deferred financing costs and original issue discount			—						(1,270)
Total debt, net of deferred financing costs and original issue discount			$	223,000					$	218,446
Current portion of long-term debt, net of discount			$	—					$	1,020
Long-term debt, net of discount and current portion			223,000						217,426
Total debt, net of deferred financing costs and original issue discount			$	223,000					$	218,446

On September 19, 2017, the Company entered into two credit agreements: (i) a revolving line of credit up to $250.0 million, subsequently increased to $525.0 million, see below, (the “ABL Facility”) and (ii) a $175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”).

Effective January 23, 2023, the Company entered into an Eighth Amendment to the ABL Facility (the “Eighth ABL Amendment”). The Eighth ABL Amendment amends certain terms, provisions and covenants of the ABL Facility, including, among other things: (i) increasing the maximum revolver amount from $425.0 million to $525.0 million (the “Upsized Revolver”); (ii) increasing the amount of the accordion feature from $75.0 million to $100.0 million; (iii) extending the maturity date from October 22, 2026 to January 23, 2028; (iv) modifying the dollar amounts of various credit facility triggers and tests proportionally to the Upsized Revolver; (v) permitting repayment under the Term Loan Facility prior to February 10, 2023; and (vi) increasing certain indebtedness, intercompany advance, and investment baskets. The Eighth ABL Amendment also includes an agreement from Wells Fargo Bank, National Association, as administrative agent, to release its second priority liens and security interests on all collateral that served as first priority collateral under the Term Loan Facility. This release was completed during the three months ended June 30, 2023.

Additionally, on January 23, 2023, the Company borrowed $106.7 million on the ABL Facility and used the proceeds to pay off and then terminate the Term Loan Facility. The amount paid includes the balance of the Term Loan Facility upon pay off of $104.7 million, $0.9 million of accrued interest, and a $1.1 million prepayment premium or 1% of the principal. Additionally, there were $0.2 million in bank and legal fees incurred in connection with the pay off.

The weighted average interest rate on all borrowings outstanding as of September 30, 2023 and December 31, 2022 was 7.4% and 9.0%, respectively.

The Term Loan Facility provided for a $175.0 million term loan. In connection with the Eighth ABL Amendment and payoff of the Term Loan Facility, on January 23, 2023, the Company terminated the Term Loan Facility, see above for further discussion.

Under the terms of the ABL Facility, up to $525.0 million may be borrowed, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory. Based on the September 30, 2023 financials, the borrowing base was calculated to be $521.2 million, and the Company had $223.0 million outstanding in addition to letters of credit in the amount of $2.6 million, with $295.6 million of remaining availability. Borrowings under the ABL Facility bear interest at SOFR or a base rate, plus an applicable SOFR margin of 1.5% to 2.0% or base rate margin of 0.5% to 1.0%, as described in the ABL Facility credit agreement (the “ABL Facility credit agreement”).

Additionally, borrowings as of September 30, 2023 incurred interest at a weighted average rate of 7.4%. 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 September 30, 2023.

Maturities of debt are as follows:

($ in thousands)
Remainder of 2023			$	—
2024			—
2025			—
2026			—
2027			—
Thereafter			223,000
			$	223,000

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 nine months ended September 30, 2023 and 2022.

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, long-term debt, and finance and operating lease obligations. These financial instruments do not require disclosure by level. The carrying values of all of the Company’s financial instruments included in the accompanying unaudited condensed consolidated balance sheets approximated or equaled their fair values on September 30, 2023 and December 31, 2022.

•The carrying values of cash and cash equivalents, accounts receivable, and accounts payable (including accrued liabilities) approximated fair value on September 30, 2023 and December 31, 2022, due to their short-term nature.

•The carrying value of amounts outstanding under long-term debt agreements with variable rates approximated fair value on September 30, 2023 and December 31, 2022, as the effective interest rates approximated market rates.

•The carrying values of amounts outstanding under finance and operating lease obligations approximated fair value on September 30, 2023 and December 31, 2022, as the effective borrowing rates approximated market rates.

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 Siren 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.

As of September 30, 2023, the Company recorded $0.7 million of land and $0.8 million of buildings of one property that met the held for sale criteria, to assets held for sale at a total fair value of $0.8 million, which are included in prepaid and other current assets in the accompanying unaudited condensed consolidated balance sheets. The Company estimated the fair value of the property based on a communicated selling price for one property, which is a Level 3 input. The Company estimates that the carrying value of the assets is equal to the fair value less the estimated costs to sell, net of write-downs taken in the prior period, and therefore no gain or loss was recorded during the nine months ended September 30, 2023.

As of December 31, 2022, the Company recorded $1.1 million of land and $6.2 million of buildings of two properties that met the held for sale criteria, to assets held for sale at a total fair value of $6.3 million, which are included in prepaid and other current assets in the accompanying unaudited condensed consolidated balance sheet. The Company estimated the fair value of the properties based on a purchase and sale agreement for one property and a communicated selling price, which are Level 3 inputs.

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 both September 30, 2023 and December 31, 2022, the Company had cash equivalents, measured at fair value, of $0.3 million.

The Company estimates fair value to perform impairment tests as required on long-lived assets. The inputs used to determine such fair value are primarily based upon internally developed cash flow models and would generally be classified within Level 3 in the event that such assets were required to be measured and recorded at fair value within the unaudited condensed consolidated financial statements. No such measurements were required as of September 30, 2023 and December 31, 2022 as no triggering event was identified.

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 $26.6 million and $43.7 million as of September 30, 2023 and December 31, 2022, respectively, which exceeded FDIC insured limits. The Company regularly monitors these institutions’ financial condition.

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

As of September 30, 2023, customer A accounted for 13% of total consolidated accounts receivable and unbilled revenue. As of December 31, 2022, customer A accounted for 11% of total consolidated accounts receivable and unbilled revenue. During the three months ended September 30, 2023, no customers accounted for 10% of consolidated revenues. During the nine months ended September 30, 2023, customer A accounted for 11% of consolidated revenues. During the three and nine months ended September 30, 2022, no customers accounted for 10% of consolidated revenues.

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

As of September 30, 2023 and December 31, 2022, the Company had $1.0 million and $0.9 million, respectively, in allowance for credit losses as follows:

($ in thousands)
Provision for credit losses on December 31, 2022						$	884
Credit Losses:
Current period provision						78
Amounts written off						—
Provision for credit losses on September 30, 2023						$	962

Restricted stock units (“RSUs”) granted pursuant to the Long-Term Incentive Plan (“LTIP”), if they vest, will be settled in shares of the Company’s Class A Common Stock. RSUs were granted with initial vesting terms up to three years. Changes in non-vested RSUs outstanding under the LTIP during the nine months ended September 30, 2023 were as follows:

			Number of Units						Weighted Average Grant Date Fair Value per Unit
Non-vested as of December 31, 2022			2,985,727						$	12.15
Granted			1,599,151						14.93
Vested			(1,416,456)						11.44
Forfeited			(104,290)						12.57
Outstanding at September 30, 2023			3,064,132						$	13.92

Performance restricted stock units (“PSUs”) granted pursuant to the LTIP, if they vest, will be settled in shares of the Company’s Class A Common Stock. PSUs were granted with a three-year cliff vesting schedule, subject to a performance target compared to an index of competitors’ results over the three-year period as designated in the award. The Company records compensation expense based on the Company’s best estimate of the number of PSUs that will vest at the end of the performance period. If such performance targets are not met, or are not expected to be met, no compensation expense is recognized and any recognized compensation expense is reversed. Changes in non-vested PSUs outstanding under the LTIP during the nine months ended September 30, 2023 were as follows:

			Number of Units						Weighted Average Grant Date Fair Value per Unit
Non-vested as of December 31, 2022			1,390,588						$	11.87
Granted			341,928						15.64
Vested			(392,948)						9.62
Forfeited			—						—
Outstanding at September 30, 2023			1,339,568						$	13.49

Stock-based compensation is included in cost of services and general and administrative expenses in the Company’s unaudited condensed consolidated statements of income. The Company recognized stock-based compensation expense of $8.6 million and $23.7 million for the three and nine months ended September 30, 2023, respectively. The Company recognized stock-based compensation of $6.1 million and $17.1 million for the three and nine months ended September 30, 2022, respectively. There was approximately $40.6 million of unrecognized compensation expense relating to outstanding RSUs and PSUs as of September 30, 2023. The unrecognized compensation expense will be recognized on a straight-line basis over the weighted average remaining vesting period of two years.

The Company paid cash dividends of $0.05 per share of Class A Common Stock on March 20, 2023, June 20, 2023, and September 20, 2023 to stockholders of record as of March 6, 2023, June 6, 2023, and September 6, 2023, respectively. During the three and nine months ended September 30, 2023 dividend payments totaled $8.4 million and $25.8 million, respectively.

Additionally, the Company paid the cash dividend upon vesting for the RSUs and PSUs with a 2023 vesting date, which totaled $0.2 million for the nine months ended September 30, 2023. As of September 30, 2023 and December 31, 2022, the Company had $0.7 million and $0.2 million of dividend equivalents payable related to RSUs and PSUs to be paid upon vesting, respectively. Dividends related to forfeited RSUs will be forfeited.

On July 25, 2022, the Company’s board of directors authorized and the Company announced a share repurchase program that allows the Company to repurchase up to $250.0 million of the Company’s Class A Common Stock beginning immediately and continuing through and including July 31, 2024. Additionally, on January 24, 2023, the Board authorized and the Company announced an increase to the share repurchase program that increased the Company’s cumulative repurchase authorization to $500.0 million. The shares may be repurchased from time to time in open market or privately negotiated transactions or by other means in accordance with applicable state and federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including management’s assessment of the intrinsic value of the Company’s Class A Common Stock, the market price of the Company’s Class A Common Stock, general market and economic conditions, available liquidity, compliance with the Company’s debt and other agreements, applicable legal requirements, and other considerations. The exact number of shares to be repurchased by the Company is not guaranteed, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the 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 September 30, 2023, the Company repurchased and retired 1,784,899 shares of Class A Common Stock for $29.3 million, or $16.40 average price per share including commissions, under the share repurchase program.

During the nine months ended September 30, 2023, the Company repurchased and retired 11,673,886 shares of Class A Common Stock for $164.0 million, or $14.05 average price per share including commissions, under the share repurchase program.

As of September 30, 2023, $211.0 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 (“IRA”), the Company accrued stock repurchase excise tax of $1.5 million for the nine months ended September 30, 2023.

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

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 shares of Class A Common Stock and Class B Common Stock outstanding:

			Three Months Ended												Nine Months Ended
(In thousands)			September 30, 2023						September 30, 2022						September 30, 2023						September 30, 2022
Basic Net Income Per Share
Numerator:
Net income attributable to Liberty Energy Inc. stockholders			$	148,608					$	146,953					$	463,934					$	246,733
Denominator:
Basic weighted average common shares outstanding			169,781						185,508						173,135						185,414
Basic net income per share attributable to Liberty Energy Inc. stockholders			$	0.88					$	0.79					$	2.68					$	1.33
Diluted Net Income Per Share
Numerator:
Net income attributable to Liberty Energy Inc. stockholders			$	148,608					$	146,953					$	463,934					$	246,733
Effect of exchange of the shares of Class B Common Stock for shares of Class A Common Stock			—						258						71						389
Diluted net income attributable to Liberty Energy Inc. stockholders			$	148,608					$	147,211					$	464,005					$	247,122
Denominator:
Basic weighted average shares outstanding			169,781						185,508						173,135						185,414
Effect of dilutive securities:
Restricted stock units			4,203						326						4,121						910
Class B Common Stock			—						4,073						28						4,141
Diluted weighted average shares outstanding			173,984						189,907						177,284						190,465
Diluted net income per share attributable to Liberty Energy Inc. stockholders			$	0.85					$	0.78					$	2.62					$	1.30

The Company is a corporation and is subject to taxation in the United States, Canada and various state, local and provincial jurisdictions. Historically, Liberty LLC was treated as a partnership, and its income was passed through to its owners for income tax purposes. Liberty LLC’s members, including the Company, were liable for federal, state and local income taxes based on their share of Liberty LLC’s pass-through taxable income.

Effective January 31, 2023, the Company adopted a plan of merger, pursuant to which Liberty LLC merged into the Company, ceasing the existence of Liberty LLC with the Company remaining as the surviving entity. Liberty LLC will file a final tax return during the 2023 calendar year. The Company is still party to the TRAs, as defined below, of which the Company’s liability under the TRAs’ is $119.5 million, presented as $4.7 million as a current liability included in accrued liabilities in the accompanying unaudited condensed consolidated balance sheets, and $114.8 million as a non-current liability as of September 30, 2023.

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, 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 nine months ended September 30, 2023 was 24.6%, compared to 1.5%, for the period ended September 30, 2022. The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to the Company’s Canadian operations, state income taxes in the states the Company operates, as well as nondeductible executive compensation. The Company recognized an income tax expense of $49.8 million and $151.7 million during the three and nine months ended September 30, 2023, respectively. The Company recognized an income tax expense of $2.6 million and $3.6 million during the three and nine months ended September 30, 2022, respectively.

As of September 30, 2023 and December 31, 2022, the Company recognized a deferred tax liability in the amount of $1.0 million and $1.0 million, respectively. As of September 30, 2023 and December 31, 2022, the Company recognized a net deferred tax asset in the amount of $21.2 million and $12.6 million, 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.

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 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. On January 31, 2023, the last redemption of the Liberty LLC Units occurred.

During the nine months ended September 30, 2023, exchanges of Liberty LLC Units and shares of Class B Common Stock resulted in a net increase of $0.7 million in deferred tax assets, and an increase of $0.6 million in amounts payable under the TRAs, all of which are recorded through equity. The Company did not make any TRA payments for the nine months ended September 30, 2023. On January 31, 2023, the Company also recorded an increase of $6.6 million of deferred tax assets for the impact of the adopted plan of merger of Liberty LLC into the Company, all of which was recorded through equity.

During the nine months ended September 30, 2022, exchanges of Liberty LLC Units and shares of Class B Common Stock initially resulted in a net increase of $6.5 million in deferred tax assets, and an increase of $5.5 million in amounts payable under the TRAs, all of which are recorded through equity. The Company did not make any TRA payments for the nine months ended September 30, 2022.

As of September 30, 2023, the Company’s liability under the TRAs was $119.5 million of which $4.7 million is presented as a current liability included in accrued liabilities in the accompanying unaudited condensed consolidated balance sheet, and $114.8 million is presented as a component of long-term liabilities. As of December 31, 2022, the Company’s liability under the TRAs was $118.9 million, all of which is presented as a component of long-term liabilities. On September 30, 2023 and December 31, 2022, the related deferred tax assets totaled $100.6 million and $99.9 million, respectively.

The Company sponsors a 401(k) defined contribution retirement plan covering eligible employees. The Company makes matching contributions at a rate of $1.00 for each $1.00 of employee contribution, subject to a cap of 6% of the employee’s salary and federal limits. Contributions made by the Company were $8.2 million and $6.8 million for the three months ended September 30, 2023 and 2022, respectively, and $24.4 million and $18.8 million for the nine months ended September 30, 2023 and 2022, respectively.

During 2020, the Company acquired certain assets and liabilities of Schlumberger Technology Corporation (“Schlumberger”) in exchange for the issuance of shares of the Company’s Class A Common Stock amongst other consideration. During the nine months ended September 30, 2023, the Company repurchased and retired 3,000,000 shares of Class A Common Stock for $45.0 million or $15.00 average price per share from Schlumberger, under the share repurchase program. Effective January 31, 2023, after the repurchase and retirement, Schlumberger owns no shares of Class A Common Stock of the Company and no longer qualifies as a related party.

Within the normal course of business, the Company purchases chemicals, proppant and other equipment and maintenance parts from Schlumberger and its subsidiaries. During the period from January 1, 2023 until January 31, 2023, total purchases from Schlumberger were approximately $1.7 million. During the three and nine months ended September 30, 2022, total purchases from Schlumberger were approximately $7.4 million and $15.5 million, respectively. As of December 31, 2022 amounts due to Schlumberger were $2.6 million and $0.7 million, included in accounts payable and accrued liabilities, respectively, in the unaudited condensed consolidated balance sheet. Although the Company continues to do business with Schlumberger, the Company no longer presents cash flows with Schlumberger as related party in the accompanying unaudited condensed consolidated statements of cash flows.

A member of the board of directors of the Company serves as the Chief Financial Officer of Franklin Mountain Energy, LLC (“Franklin Mountain”). During the three and nine months ended September 30, 2023, the Company performed hydraulic fracturing services for Franklin Mountain in the amount of $61.2 million and $128.0 million, respectively. During the three and nine months ended September 30, 2022 the Company performed hydraulic fracturing services for Franklin Mountain in the amount of $55.5 million and $79.0 million, respectively. Amounts included in unbilled revenue from Franklin Mountain as of September 30, 2023 and December 31, 2022 were $10.9 million and $13.9 million, respectively. There were $18.9 million and $0.0 million in receivables from Franklin Mountain as of September 30, 2023 and December 31, 2022, respectively.

Liberty Resources LLC, an oil and gas exploration and production company, and its successor entity (collectively, the “Affiliate”) has certain common ownership and management with the Company. The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for the three and nine months ended September 30, 2023 was $18.4 million and $33.5 million, respectively. The amounts of the Company’s revenue related to hydraulic fracturing services provided to the Affiliate for both the three and nine months ended September 30, 2022 was $10.3 million. Amounts included in unbilled revenue and accounts receivable—related party from the Affiliate as of September 30, 2023 were $0.0 million and $2.1 million, respectively. As of December 31, 2022 there were no amounts included in unbilled revenue and receivables from the Affiliate.

On December 28, 2022 (the “Agreement Date”), the Company entered into an agreement with the Affiliate to amend payment terms for outstanding invoices due as of the Agreement Date to extend the due dates to April 1, 2024. Additionally, on August 15, 2023, the agreement was further amended in order to extend the due dates for certain invoices to January 1, 2025. Amounts outstanding from the Affiliate, under such agreement, as of September 30, 2023 were $14.7 million, included in other assets in the accompanying unaudited condensed consolidated balance sheet. Amounts outstanding from the Affiliate as of December 31, 2022 were $11.8 million, included in other assets in the accompanying unaudited condensed consolidated balance sheet. Any receivable amount outstanding at the end of each month is subject to interest through the end of the agreement.

During the three and nine months ended September 30, 2023, interest income from the Affiliate was $0.5 million and $1.3 million, respectively. During the three and nine months ended September 30, 2022, there was no interest income from the Affiliate.

The Company enters into purchase and supply agreements to secure supply and pricing of proppants, transload, and equipment. As of September 30, 2023 and December 31, 2022, the agreements provide pricing and committed supply sources for the Company to purchase 2,041,893 tons and 2,915,172 tons, respectively, of proppant through December 31, 2024. Amounts below also include commitments to pay for transport fees on minimum amounts of proppants. Additionally, related proppant transload service commitments run through 2023.

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

($ in thousands)
Remainder of 2023			$	91,442
2024			87,643
2025			—
2026			—
2027			—
Thereafter			—
			$	179,085

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 $31.0 million and $17.7 million for the remainder of 2023 and the year ending December 31, 2024, respectively. Based on forecasted levels of activity, the Company does not currently expect to incur significant shortfall fees.

Included in the commitments for the remainder of 2023 are $3.6 million of payments expected to be made in the fourth quarter of 2023 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.

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.

The following tables summarizes consolidated changes in equity for the three months ended September 30, 2023 and 2022:

			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						Non-controlling Interest						Total Equity
Balance—June 30, 2023			170,393						—						$	1,704					$	—					$	1,146,130					$	531,974					$	(5,867)					$	1,673,941					$	—					$	1,673,941
Offering Costs			—						—						—						—						—						—						—						—						—						—
Deferred tax and tax receivable agreements impact of Liberty LLC merger into the Company			—						—						—						—						(1,204)						—						—						(1,204)						—						(1,204)
$0.05/share of Class A Common Stock dividend			—						—						—						—						—						(8,658)												(8,658)						—						(8,658)
Share repurchases			(1,785)						—						(18)						—						(29,261)						—												(29,279)						—						(29,279)
Excise tax on share repurchases			—						—						—						—						(293)						—												(293)						—						(293)
Stock-based compensation expense			—						—						—						—						8,595						—						—						8,595						—						8,595
Currency translation adjustment			—						—						—						—						—						—						(3,148)						(3,148)						—						(3,148)
Net income			—						—						—						—						—						148,608						—						148,608						—						148,608
Balance—September 30, 2023			168,608						—						$	1,686					$	—					$	1,123,967					$	671,924					$	(9,015)					$	1,788,562					$	—					$	1,788,562

									Shares of Class A Common Stock						Shares of Class B Common Stock						Class A Common Stock, Par Value						Class B Common Stock, Par Value						Additional Paid in Capital						(Accumulated Deficit) Retained Earnings						Accumulated Other Comprehensive Loss						Total Stockholders’ equity						Non-controlling Interest						Total Equity
Balance—June 30, 2022									186,859						$	326					$	1,869					$	3					$	1,384,134					$	(56,174)					$	(2,263)					$	1,327,569					$	2,447					$	1,330,016
Offering Costs									—						—						—						—						485						—						—						485						—						485
Share repurchases									(4,702)						—						(47)						—						(69,987)						—						—						(70,034)						(60)						(70,094)
Stock-based compensation expense									—						—						—						—						6,100						—						—						6,100						12						6,112
Vesting of restricted stock units									2						—						—						—						—						—						—						—						—						—
Tax withheld on vesting of restricted stock units									—						—						—						—						(1)						—						—						(1)						—						(1)
Currency translation adjustment									—						—						—						—						—						—						(6,332)						(6,332)						(11)						(6,343)
Net income									—						—						—						—						—						146,953						—						146,953						310						147,263
Balance—September 30, 2022									182,159						326						$	1,822					$	3					$	1,320,731					$	90,779					$	(8,595)					$	1,404,740					$	2,698					$	1,407,438

On October 17, 2023, the Company’s board of directors declared a quarterly dividend of $0.07 per share of Class A Common Stock to be paid on December 20, 2023 to holders of record as of December 6, 2023.

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

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

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 in North America. 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 that will facilitate lower emission completions, thereby helping our customers reduce their emissions profile. We have grown from one active hydraulic fracturing fleet in December 2011 to over 40 active fleets as of September 30, 2023. We provide our services primarily in the Permian Basin, the Eagle Ford Shale, the DJ Basin, the Williston Basin, the San Juan Basin, the Powder River Basin, the Haynesville Shale, the SCOOP/STACK, the Marcellus Shale, Utica Shale, and the Western Canadian Sedimentary Basin. Additionally, we operate two sand mines in the Permian Basin.

The Company recently launched Liberty Power Innovations (“LPI”), an integrated alternative fuel and power solutions provider for remote applications. LPI’s initial focus is on CNG supply, field gas processing and treating, and well site fueling and logistics. Dependable access to fuel is critical to maintaining highly efficient well site operations. LPI supplies this fuel to Liberty and others in the industry.

On April 6, 2023, LPI accelerated its expansion by acquiring Siren, a Permian focused integrated natural gas compression and CNG delivery business with 16 MMcf per day of natural gas compression capacity at two expandable Permian sites and transportation, logistics, and pressure reduction services, for $76.0 million in cash, subject to customary post-closing adjustments. LPI currently delivers fuel to customers in both the drilling and completions markets, and its logistics system is designed to deliver CNG, renewable natural gas, or hydrogen to remote locations. We believe that the added natural gas compression capability is a key enabler of the next step of cost and emissions reductions in the industry.

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, our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO2e emission profile than the Tier IV DGB; and (vi) our wet sand handling technology which eliminates the need to dry sand, enabling the deployment of mobile mines nearer to wellsites. 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.

The dynamics of the frac industry are encouraging amidst moderating demand trends, service prices have remained relatively steady while underutilized frac fleets have exited the market. Fleets across the industry were idled in response to a softness in completions activity, supporting a better supply and demand balance of marketed fleets as compared to prior cycles. As the shale revolution matures, the industry has adapted to a new era in frac markets through consolidation, technological progress, disciplined investment, and serving increasingly complex customer needs.

Frac activity has largely stabilized at current levels, representing a baseload of frac fleet demand needed to sustain E&P operators’ flattish production levels. We believe fourth quarter trends will likely see seasonal softness, winter weather, and holiday disruptions.

Beginning in 2024, we expect a modest increase in activity due to the recent strengthening of commodity prices.

Global oil and gas markets found firmer footing during the third quarter, driving higher oil and gas prices. Volatility in commodity markets has emerged from the possibility of an escalating conflict in the Middle East and renewed recessionary fears. Recognizing the elevated uncertainty, global oil industry production and demand trends infer that the delicate balance of oil and gas markets is tilted to the upside. The long-term demand outlook for secure North American energy anchors a more durable cycle. OPEC+ decisions, including the extension of Saudi Arabia’s production cuts, further demonstrate a willingness to support commodity prices, underpinning long-term investments in North American shale.

During the third quarter of 2023, the posted WTI price traded at an average of $82.25 per barrel (“Bbl”), as compared to the third quarter of 2022 average of $93.06 per Bbl, and second quarter of 2023 average of $73.54 per Bbl. In addition, the average domestic onshore rig count for the United States and Canada was 817 rigs reported in the third quarter of 2023, down from the third quarter of 2022 of 942 but consistent with the second quarter of 2023 of 815, according to a report from Baker Hughes.

Our revenue increased $27.7 million, or 2.3%, to $1.2 billion for the three months ended September 30, 2023 compared to $1.2 billion for the three months ended September 30, 2022. The increase in revenue was attributable to higher service pricing, and the reactivation of several fleets not fully reflected in the prior year period, and an activity-driven increase in fleet efficiency commensurate with consistent demand for hydraulic fracturing services.

Cost of services (excluding depreciation, depletion, and amortization) decreased $24.2 million, or 2.8%, to $850.2 million for the three months ended September 30, 2023 compared to $874.5 million for the three months ended September 30, 2022. The decrease in expense was primarily related to lower costs of materials and lower operating overhead costs.

General and administrative expenses increased $4.6 million, or 9.0%, to $55.0 million for the three months ended September 30, 2023 compared to $50.5 million for the three months ended September 30, 2022 primarily related to increases in various corporate costs and increased share based compensation expense based on company performance.

Transaction, severance, and other costs decreased $1.6 million, or 88.6%, to $0.2 million for the three months ended September 30, 2023 compared to $1.8 million for the three months ended September 30, 2022. The costs incurred in the three months ended September 30, 2023 primarily related to integration cost, legal, accounting, and other professional services provided in connection with the Siren Acquisition, while costs incurred during the three months ended September 30, 2022 related to ongoing integration costs from prior period acquisitions.

Depreciation, depletion, and amortization expense increased $26.1 million, or 31.6%, to $109.0 million for the three months ended September 30, 2023 compared to $82.8 million for the three months ended September 30, 2022. The increase in the three months ended September 30, 2023 was due to additional equipment placed in service since the prior year period, including the deployment of our digiTechnologies.

Gain on disposal of assets decreased $0.5 million, or 11.0%, to $3.8 million for the three months ended September 30, 2023 compared to $4.3 million for the three months ended September 30, 2022 primarily related to sales of used field equipment and light duty trucks in a strong used vehicle and equipment market. All disposals were in the normal course of business.

The Company recorded operating income of $205.2 million for the three months ended September 30, 2023 compared to operating income of $183.0 million for the three months ended September 30, 2022. The increase in operating income was primarily due to the $27.7 million, or 2.3%, increase in total revenue only partially offset by a $5.4 million increase in total operating expenses, the significant components of which are discussed above.

Other expense, net decreased by $26.4 million, or 79.6%, to $6.8 million for the three months ended September 30, 2023 compared to $33.1 million for the three months ended September 30, 2022. Other expense, net is comprised of loss on remeasurement of liability under the TRAs, gain on investments, interest income—related party and interest expense, net. The Company recorded a loss on remeasurement of the liability under the TRAs of $28.9 million, offset by a $2.5 million gain on investments during the three months ended September 30, 2022, compared to no related gain or loss during the three months ended September 30, 2023. Interest expense increased $0.5 million as a result of increased borrowings and higher interest rates under the ABL Facility during the three months ended September 30, 2023 compared to the three months ended September 30, 2022, offset by an increase in interest income—related party of $0.5 million related to an extension of credit executed in December 2022 and extended in August 2023.

The Company realized net income before income taxes of $198.5 million for the three months ended September 30, 2023 compared to net income before income taxes of $149.8 million for the three months ended September 30, 2022. The increase in results was primarily attributable to an increase in revenue and the decrease in other expense, net, as noted above.

The Company recognized income tax expense of $49.8 million for the three months ended September 30, 2023, at an effective rate of 25.1%, compared to $2.6 million, at an effective rate of 1.7%, recognized during the three months ended September 30, 2022. The increase in income tax expense was primarily attributable to the Company recording taxes on the Company’s U.S. activity during the three months ended September 30, 2023, compared to having a valuation allowance on its U.S. net deferred tax assets for the three months ended September 30, 2022.

Our revenue increased $749.3 million, or 25.6%, to $3.7 billion for the nine months ended September 30, 2023 compared to $2.9 billion for the nine months ended September 30, 2022. The increase in revenue was primarily attributable to higher service pricing, the addition and reactivation of several fleets not fully reflected in the prior year period, and an activity-driven increase in fleet efficiency commensurate with consistent demand for hydraulic fracturing services.

Cost of services (excluding depreciation, depletion, and amortization) increased $313.9 million, or 13.9%, to $2.6 billion for the nine months ended September 30, 2023 compared to $2.3 billion for the nine months ended September 30, 2022. The increase in expense was primarily related to increases in materials and parts consumption and higher labor costs related to additional fleets and higher fleet efficiency as well as inflationary increases impacting costs for materials, labor, and maintenance parts during the nine months ended September 30, 2023.

General and administrative expenses increased $35.2 million, or 26.8%, to $166.1 million for the nine months ended September 30, 2023 compared to $131.0 million for the nine months ended September 30, 2022 primarily related to increases from labor cost inflation, various corporate costs related to increased levels of activity, and increased share-based compensation expense related to Company performance.

Transaction, severance, and other costs decreased $3.5 million, or 65.9%, to $1.8 million for the nine months ended September 30, 2023 compared to $5.3 million for the nine months ended September 30, 2022. The costs incurred in the nine months ended September 30, 2023 primarily related to integration cost, legal, accounting, and other professional services provided in connection with the Siren Acquisition, while costs incurred during the nine months ended September 30, 2022 related to ongoing integration costs from prior period acquisitions.

Depreciation, depletion, and amortization expense increased $68.3 million, or 29.1%, to $303.1 million for the nine months ended September 30, 2023 compared to $234.8 million for the nine months ended September 30, 2022. The increase in the nine months ended September 30, 2023 was due to additional equipment placed in service since the prior year period, including the deployment of our digiTechnologies.

The Company recognized a gain on disposal of assets of $7.0 million for the nine months ended September 30, 2023 compared to $3.0 million for the nine months ended September 30, 2022. The gain recognized in the nine months ended September 30, 2023 was a result of the Company selling used field equipment and light duty trucks in a strong used vehicle and equipment market. The gain recognized for the nine months ended September 30, 2022 was a result of the sale of used field equipment and light duty trucks in a strong used vehicle and equipment market offset by the loss on sale of one and plan of sale for two other non-strategic facilities obtained in a prior period acquisition.

The Company recorded operating income of $636.8 million for the nine months ended September 30, 2023 compared to operating income of $297.4 million for the nine months ended September 30, 2022. The increase in operating income was primarily due to the $749.3 million, or 25.6%, increase in total revenue partially offset by a $409.9 million increase in total operating expenses, the significant components of which are discussed above.

Other expense, net decreased by $25.5 million to $21.1 million for the nine months ended September 30, 2023 compared to $46.7 million for the nine months ended September 30, 2022. Other expense, net is comprised of loss on remeasurement of liability under the TRAs, interest income—related party, and interest expense, net. The Company remeasured the liability under the TRAs resulting in a loss of $33.2 million, offset by a $2.5 million gain on investments during the nine months ended September 30, 2022, compared to no related gain or loss during the nine months ended September 30, 2023. Interest income—related party increased $1.3 million related to a note receivable agreement executed in December 2022. Additionally, interest expense, net increased $6.4 million as a result of increased borrowings and higher interest rates under the ABL Facility during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

The Company realized net income before income taxes of $615.7 million for the nine months ended September 30, 2023 compared to net income before income taxes of $250.8 million for the nine months ended September 30, 2022. The increase in results was primarily attributable to an increase in revenue and the decrease in other expense, net, as noted above.

The Company recognized income tax expense of $151.7 million for the nine months ended September 30, 2023, an effective rate of 24.6%, compared to $3.6 million, at an effective rate of 1.5%, recognized during the nine months ended September 30, 2022. The increase in income tax expense was primarily attributable to the Company recording taxes on the Company’s U.S. activity during the nine months ended September 30, 2023, compared to having a valuation allowance on its U.S. net deferred tax assets for the nine months ended September 30, 2022.

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

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

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 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: