Investor Presentation - Keane Group - …investors.keanegrp.com/~/media/Files/K/Keanegrp-IR/documents/... · Keane Group –Investor Presentation September 2017 2 Keane Overview ~1,200,000

0Keane Group – Investor Presentation September 2017

Investor Presentation

Barclays Global CEO-Energy Power Conference

September 2017


Forward Looking Statements

Cautionary Statement Regarding Forward-Looking Statements

The statements contained in this presentation and any oral statements made in connection with this presentation that are not historical facts are forward-

looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,”

“project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify

such forward-looking statements. The statements in this presentation that are not historical statements, including statements regarding the Company’s

plans, objectives, future opportunities for the Company’s services, future financial performance and operating results and any other statements regarding

Keane's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are

forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of

which are beyond Keane's control, which could cause actual results to differ materially from the results expressed or implied by the statements. These

risks and uncertainties include, but are not limited to the operations of Keane; the effects of the business combination of Keane and RockPile, including

the combined Company’s future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business

relationships resulting from the completion of the RockPile transaction; expected synergies and other benefits from the transaction and the ability of

Keane to realize such synergies and other benefits; results of litigation, settlements and investigations; actions by third parties, including governmental

agencies; volatility in customer spending and in oil and natural gas prices, which could adversely affect demand for Keane's services and their associated

effect on rates, utilization, margins and planned capital expenditures; global economic conditions; excess availability of pressure pumping equipment,

including as a result of low commodity prices, reactivation or construction; liabilities from operations; weather; decline in, and ability to realize, backlog;

equipment specialization and new technologies; shortages, delays in delivery and interruptions of supply of equipment and materials; ability to hire and

retain personnel; loss of, or reduction in business with, key customers; difficulty with growth and in integrating acquisitions; product liability; political,

economic and social instability risk; ability to effectively identify and enter new markets; cybersecurity risk; dependence on our subsidiaries to meet our

long-term debt obligations; variable rate indebtedness risk; and anti-takeover measures in our charter documents.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from

time to time in Keane's Securities and Exchange Commission (“SEC”) filings, including the most recently filed Forms 10-Q and 10-K. Keane's filings may

be obtained by contacting Keane or the SEC or through Keane's website at http://www.keanegrp.com or through the SEC's Electronic Data Gathering and

Analysis Retrieval System (EDGAR) at http://www.sec.gov. Keane undertakes no obligation to publicly update or revise any forward-looking statement.

Statements made in this presentation include non-U.S. GAAP financial measures. The required reconciliation to U.S. GAAP financial measures areincluded at the end of this presentation.

Nothing in this presentation shall constitute a solicitation to buy or an offer to sell shares of Keane's common stock. In addition, certain information withrespect to RockPile has been included in this presentation for illustrative purposes only.


Keane Overview

~1,200,000Hydraulic Horsepower

31Wireline Trucks

7Coiled Tubing Units

Pure-play U.S. completion services company

Significant scale with fleet totaling ~1.2 million HHP

Leading position in Permian, Marcellus / Utica and Bakken

Dedicated agreements with highly-efficient, quality customers

Diversified and scalable operations with strong logistics footprint

High quality fleet of modern completions equipment

Value-add applied engineering & proprietary product capabilities

24Cementing Units

12Workover Rigs

Market leading, integrated provider of value-added completion services

Completions Services

Other Services


Execution on Public Platform

Significant achievements in less than 8 months

Utilization

Recommissioning

Profitability

M&A

Balance Sheet

Deployed all idle fleets; achieved full utilization

Commissioned 7 legacy Keane fleets since January 2017

Deployed idle fleets at industry-leading cost

Realized avg. per fleet re-commissioning costs of ~$2mm

On target to more than triple adjusted GP per fleet1

2017 exit-rate of mid-to-high teens; vs. 4Q16 avg. of $4.4mm

Executed strategic RockPile acquisition

Added 245k HHP2 and scale in key basins; seamless integration

Maintained conservative balance sheet & liquidityPro-forma leverage of <2x3; liquidity of ~$200mm

1 Based on guidance provided August 2017. 2 245,000 HHP consisted of 215,000 HHP added immediately with 30,000 HHP fleet on order for dedicated customer, to be delivered and

deployed in Q4 2017. 3 Debt balance as of 6/30/2017 plus additional term loan associated with RockPile transaction vs. annualized Q2 2017 adjusted EBITDA.


Keane’s Evolution

Customers

Suppliers

Services

Management

Employees

Facilities

BasinsPermian, Marcellus / Utica, Bakken, SCOOP / STACK

2011 2017

Marcellus

Single major Top-tier, diversified customer base

Multiple contracts, diversified supply base and established infrastructure

Integrated provider of completion services with engineering & technology

Best-in-class management team with extensive industry experience

~3,000 employees

11 field offices, 1 engineering solution center

Spot vendors

Top hole drilling, horizontal frac

Family run business

~80 employees

Lewis Run, PA

Transformation into one of the largest completion services providers in the U.S.


~1.2 million hydraulic horsepower creates scale and competitive advantage

Diversification across oil and gas activity; extensive logistics & supply chain

Leading provider in major growth basins, including Permian, Marcellus / Utica, Bakken

Robust liquidity to support continued growth & maintenance of active equipment

Flexibility to opportunistically execute on growth opportunities

Strong defensive tool in the event of weakened market conditions

Ability to harvest profitability of existing, fully-utilized fleet

Prudently execute strategic M&A and organic growth to add scale, services and density

Evaluating expansion of ancillary service lines including cementing

Successfully deployed 7 idle fleets in 2017; fully utilized at 25 hydraulic fracturing fleets

Partner with high-quality, efficient customers under dedicated agreements

Integrated model with engineered solutions enhances efficiency and engagement

Strategic

Footprint

Strong

Balance Sheet

Positioned

for Growth

Operational

Excellence

Investment Drivers & Value Proposition

Positioned for leading profitability & growth; well-positioned in upcycle


Strategic Footprint Across Growth Basins

SCOOP / STACK

~45,000 HHP

Marcellus / Utica

~350,000 HHPBakken

~165,000 HHP

Permian

~600,000 HHP

52%

14%

30%

4%

Permian

~1.2mm HHP

SCOOP / STACK

Bakken Marcellus / Utica

~1.2mm HHP in leading growth basins including Permian, Marcellus / Utica and Bakken

Diverse footprint across geographies and commodities

Leading position in most prolific oil and gas basins, including hard-to-operate areas

Positioned across prolific U.S. basins

Note: Basin capacity includes base plus maintenance capacity.


Proven Execution in Fleet Deployment

Speed-to-market; successfully commissioned all idle fleets at avg. of ~$2mm/fleet

Cost consistency & speed of commissioning enables through-cycle maintenance

RockPile acquisition added ~215k HHP, transaction completed July 2017

RockPile newbuild fleet on order to be delivered under dedicated agreement in Q4 20171

Speed-to-market driven by quality assets, balance sheet & execution

Source: Company. Utilization based on average of 40,000 HHP per fleet prior to Q3 2017, 45,000 HHP per fleet in Q3 2017 onwards. Q3 2017 includes ~215,000 HHP from RockPile acquisition

completed July 3, 2017. 1 Represents 30,000 HHP newbuild fleet ordered by RockPile to be delivered and deployed under dedicated agreement in Q4 2017.

Q4 2016

Q1 2017

Q2 2017

Q3 2017

Period End % Active HHP

Active IdleOn Order & Contracted1

55%

72%

80%

Effectively Fully

Deployed

45%

28%

20%

944

944

944

1,159

1,189

2017 HHP Deployment Schedule

Q4 2017 Fully Deployed

13

17

19

25

26

Active Fleets


Integrated Completions Model

Scale: ~1.2mm total HHP

Fit-for-purpose fleet: Well-

maintained fleet capable of

meeting modern well designs

Rail transport: ~1,200 leased

rail cars; access to network of

8 unit train facilities and 50+

transloads

Last mile solutions: 120+

owned and third party

pneumatic sand hauling

trucks, 5 crews utilizing

containers, piloting other last-

mile solutions

Units: 31 trucks

Quality assets: Operate well-

maintained, fit-for-purpose

wireline units

Plug & perf focus: primary

focus on Pumpdown Plug and

Perforating to enhance

efficiency

Ancillary equipment: provide

full wireline solution including

pressure control and crane

Technical capabilities:

Woodlands Engineering

Center & Technical team

enhances customer

engagement on frac design

efficiency and optimization

Customized solutions:

Portfolio of fluid systems,

including frac diverting

agents, proppant suspension,

dust control, friction reducers

and produced water

Hydraulic

Fracturing

Engineered

Solutions

Wireline

Technologies

Integration enhances efficiency and customer engagement


Engineered Solutions Capabilities

Proprietary products provide solutions and deliver value

Products Value Proposition Benefit

ReLeaseFluid Systems

Complementary and customized fluid systems including friction reducer and produced water fluid systems

ReDirect Diverter Technology

Temporary bridging technology, seals off fractures and redirects the fluid

DustProof Air Quality Enhancer

Proppant coating that controls the release of airborne crystalline silica

AirRideBuoyancy Additive

Buoyancy additive improves proppant transportinto reservoir and conductivity

Increases

Efficiency

Lowers

Costs

Enhances

Sustainability


0.0

0.5

1.0

1.5

2.0

2.5

3.0

0

1

2

3

4

5

6

7

Headcount ‘000sTRIR

Headcount

Rolling 12 Month TRIR

Industry Average TRIR (5 year)

Rolling 12 Month TRIR / Head Count

Source: Company, Bureau of Labor Statistics.

Industry-Leading Safety Record

Among the safest service providers; TRIR consistently less than half industry average (2013-2016)

Maintained world-class safety metrics throughout significant growth in operations and headcount

Focus on safety improves performance through lower downtime and higher efficiency

Establishes license to operate, acquire and retain blue-chip customers and quality employees

Proven safety performance

Safety & performance critical to winning & retaining quality customers


Customer Strategy & Proven Satisfaction

Note: Not an exhaustive list of customers.

“Shell has had a long and successful relationship with Keane. We appreciate their shared values with respect to the safety of people, stewardship of the environment, and working with people to develop their potential.

Keane has the proven ability to bring innovative solutions to address big problems. We are glad to be working with companies like Keane and plan to maintain our relationship going forward to help us develop energy sources that will fuel the future.”

“Keane’s frac crew has achieved both operational and logistical efficiencies that can only be described as ‘Best of the Best’.

With one crew, they have averaged over 200+ stages per month, eliminating our need for a 2nd fleet.”

Expanding & deepening relationships with top-tier customers

Joint commitment to

industry-leading

safety, efficiency and

reliability

Strong capitalization

drives consistent

through-cycle

programs

Aligned focus on

efficiency; zipper frac

and multi-pad drilling

Proven execution

drives successful

multi-year

partnerships

THE RESULTPartnership model

https://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&ved=0ahUKEwjPieiZpdXLAhUL12MKHY0HBnMQjRwIBw&url=https://en.wikipedia.org/wiki/File:Shell_logo.svg&psig=AFQjCNFkNcF7OzGpgdtxdOe_paT16WBTUQ&ust=1458770353457162





Flexible & Scalable Logistics Infrastructure

Supply chain delivers surety and lowest landed cost

~1,200Leased

railcars

Dedicated railcar

fleet provides surety

and flexibility

Access to 8 unit

train facilities

Connectivity to

multiple class-1

rails

Scale

MultipleSand providers

Surety

Flexible agreements

with top-tier

producers

Northern White &

in-basin supply

Covers significant

portion of supply

needs over next

several years

MultipleLast-mile solutions

Efficiency

Using both owned

and 3rd party

pneumatic sand

hauling trucks

5 crews using

containers

Piloting other

solutions

~50Transload

facilities

Flexibility

Access to 3rd party

transloads across

operating basins

Flexible network

ensures proximity to

well site

Partnership model

limits capital

investment


Proven Execution of Strategic M&A

Disciplined M&A focused on portfolio expansion & market opportunities

Ultra Tech Frac Services

December 2013

Established initial platform in the

Permian

Trican Well Services

March 2016

Platform & balance sheet enabled transformative

acquisition at cycle trough; added 644k HHP; added

service lines, basins, facilities and technology platform

RockPile Energy Services

July 2017

Added scale; deepened position in

Permian & Bakken

Geographic expansion

Complementary deal in up cycle

Transformative deal at attractive value

Calmena Energy Services

April 2013

Acquired wireline assets to expand service

offering and commence bundling

Product line expansion


Strategic RockPile Acquisition

1 Valuation based on total purchase consideration of $245.2 million at close (subject to final working capital adjustments). 245,000 HHP consisted of 215,000 HHP added immediately with

30,000 HHP fleet on order for dedicated customer to be delivered Q4 2017.

Strategic market consolidation delivers value & growth

Acquired 245,000 HHP for

~$1,000 per HHP1

Fully utilized platform with equipment, talent, customers, facilities & positive EBITDA

Increases scale with high-

quality combined fleet of ~1.2mm HHP

Fleet distributed across key basins; adds depth in Permian & Bakken

High-quality customer

base with no overlap

Provides optionality via adjacent services

Similar cultures and values

Accretive value Greater scale Strong fit


Positioned for Continued Growth

M&A and

Organic Growth

Harvest Profitability

of Existing Fleet

Strong track record of disciplined M&A

with seamless integration

Monitoring newbuild market to weigh

build vs. buy opportunities

Evaluating expansion of ancillary service lines including cementing

Strong balance sheet positions Keane to opportunistically execute on growth

Harvest portfolio of fully-utilized

hydraulic fracturing fleets

Continue to drive pricing and margins to

leading edge through periodic re-

openers on dedicated agreements

Further facilitate operating efficiencies

that result in improving margins

Proactively manage input costs including

sand and chemical procurement

Ability to enhance profitability and execute accretive M&A drives future growth


$6.1

$13.1

$36.0

4Q16 1Q17 2Q17

$4.4

$6.3

$10.5

0

2

4

6

8

10

12

4Q16 1Q17 2Q17

$49.3

$62.0 $70.6

0

10

20

30

40

50

60

70

80

4Q16 1Q17 2Q17

Growth Across Key Financial Metrics

Average Deployed Fleets Annualized Adj. Gross Profit per Fleet

Adjusted EBITDA

12.3

15.518.3

4Q16 1Q17 2Q17

Annualized Revenue per Fleet

Consistent, meaningful growth quarter-on-quarter since IPO

+26%+18%

+43%

+67%

+115%

+175%+26%

+14%

Note: Percentages shown represent sequential changes.


Advancing Profitability per Fleet

$4.4

$6.3

$10.5

4Q16 1Q17 2Q17 Exit-2017

Improvement in annualized adjusted GP per

fleet driven by constructive supply and

demand dynamics and strong execution

Leverage periodic re-openers to achieve

market pricing

Expect leading edge to further increase to

mid-to-high teens exiting 20171

Expect fleet to ratably accrue to current

leading edge through 2017 exit

Mid / high teens1

Proven ability to significantly grow our profitability

Annualized Adj. Gross Profit per Fleet

1 Based on guidance provided August 2017.


Conservative Balance Sheet

Strong balance sheet combined with scalable business model

Q2 2017 cash balance of ~$76mm; total

liquidity of ~$198mm

Provides significant flexibility for:

− Opportunistic execution of growth M&A

− Sustainability during weak market conditions

Balance sheet strength enhances asset quality

and speed-to-market

Additional term loan financing of $131.1mm

− Effective July 3, 2017, Keane entered into in

connection with acquisition of RockPile

Debt to adjusted EBITDA of <2x1; expect further

reduction due to contribution of RockPile assets &

continued cash flow growth

Capital DiscussionIn $ millions

June 30,

2017

RockPile

ProForma

Cash $ 75.6 $ 75.6

2017 Term Loan Facility $ 149.6 $ 149.6

Additional Term Loan - 131.1

Total Term Debt 149.6 280.7

Capital Leases $ 6.9 $ 6.9

Total Debt 156.5 287.6

Net Debt 80.9 212.0

Liquidity

Cash $ 75.6 $ 75.6

Revolver Borrowing Base 122.5 122.5

Total Liquidity 198.1 198.1

1 Debt balance as of 6/30/2017 plus additional term loan associated with RockPile transaction vs. annualized Q2 2017 adjusted EBITDA.


Key Investment Takeaways

Strategic

Footprint

Strong

Balance

Sheet

Positioned

for Growth

Operational

Excellence


APPENDIX


Key Financial Summary

Source: Company.

Three Months Ended

Unaudited, amounts in $mm, except for non-financial statistics June 30, 2017 March 31, 2017 December 31, 2016

Completions Services

Average Deployed Hydraulic Fracturing Fleets 18.3 15.5 12.3

Revenue 323.1 240.2 148.0

Adjusted Gross Profit 47.8 24.3 13.3

Average Annualized Revenue per Fleet 70.6 62.0 49.3

Average Annualized Gross Profit per Fleet 10.5 6.3 4.4

Total Company

Total Revenue 323.1 240.2 151.0

Total Adjusted Gross Profit 47.8 24.3 13.2

Total Adjusted EBITDA 36.0 13.1 6.1

Cash 75.6 85.8 48.9

Revolver Availability 122.5 108.1 40.3

Total Liquidity 198.1 193.9 89.2

Capital Expenditures 32.1 22.2 7.8


Non-GAAP Reconciliation

Adjusted EBITDA & Adjusted Gross Profit

Note: See footnotes subsequent page.

Three Months Ended June 30, 2017

Completions Other Corporate Total

Net Income (loss) $ 16,218 $ (1,254) $ (26,862) $ (11,898)

Interest expense, net 4,349 4,349

Income tax (benefits) expense 931 931

Depreciation and amortization 28,534 1,254 2,951 32,739

EBITDA $ 44,752 $ - $ (18,631) $ 26,121

Plus Management Adjustments:

Acquisition, integration, expansion and IPO costs (1), (2)

- - 2,535 2,535

Fleet commissioning costs 3,055 - - 3,055

Impairment of assets - - - -

Unit based compensation (3) - - 2,933 2,933

Change in value of financial instruments - - - -

Trican indemnity settlement (4) (3,620) (3,620)

Others (5) 4,970 4,970

Adjusted EBITDA $ 47,807 $ - $ (11,813) $ 35,994

Other income (expense) - - (3,701) (3,701)

Selling, general and administrative - - 22,332 22,332

Less Management Adjustments not associated

with Cost of Services:(6,818) (6,818)

Adjusted gross profit $ 47,807 $ - $ - $ 47,807




Note: See footnotes subsequent page.

Three Months Ended March 31, 2017


Net Income (loss) $ (10,437) $ (1,483) $ (60,335) $ (72,255)


Income tax (benefits) expense 134 134


EBITDA $ 16,161 $ - $ (17,548) $ (1,387)



1,266 - 4,979 6,245

Fleet commissioning costs 6,899 - 197 7,096

Impairment of assets - - - -

Unit based compensation (3) - - 1,138 1,138


Others (5) - - - -

Adjusted EBITDA $ 24,326 $ - $ (11,234) $ 13,092

Other income (expense) - - (4) (4)

Selling, general and administrative - - 17,552 17,552


with Cost of Services:(6,314) (6,314)

Adjusted gross profit $ 24,326 $ - $ - $ 24,326




Three Months Ended December 31, 2016


Net Income (loss) $ (15,610) $ (3,574) $ (19,348) $ (38,532)


Income tax (benefits) expense - (114) (114)


EBITDA $ 8,346 $ (476) $ (7,593) $ 277



77 141 336 554

Fleet commissioning costs 4,951 9 - 4,960

Impairment of assets - 185 - 185

Unit based compensation (3) - - 159 159


Others (5) - - - -

Adjusted EBITDA $ 13,374 $ (141) $ (7,098) $ 6,135

Other income (expense) - - (379) (379)

Selling, general and administrative (65) - 8,037 7,972


with Cost of Services:(495) (495)

Adjusted gross profit $ 13,309 $ (141) $ 65 $ 13,233

(1) Represents professional fees, integration costs, lease termination costs, severance, start-up and other costs associated with our acquisition and integration of assets and liabilities

relating to Trican Well Service L.P.'s ("Trican") oilfield services business, our acquisition of RockPile Energy Services, LLC and our organic growth initiatives. These costs were

recorded in Selling, general and administrative expense.

(2) Represents fees and other miscellaneous expenses required to carry out the reporting, prior years' audits and organizational (legal entities) restructuring to ready the Company for its

initial public offering and the eventual consummation of the offering. These expenses were recorded in selling, general and administrative expense. Also represents one-time IPO

bonuses paid out to key operational and corporate employees; recorded $1.3 million as cost of services for operations employees, while the remaining was recorded in Selling, general

and administration expense. The bonuses were paid out during first quarter 2017.

(3) Represents non-cash amortization of equity awards issued under Keane Group, Inc.'s Equity and Incentive Award Plan. Consistent with prior policy, amortization of awards is

recognized on a straight-line basis over the vesting periods, beginning with the grant date, based on the total fair value determined on grant date and recorded in Selling, general and

administrative expenses.

(4) For quarter ended June 30, 2017, these costs were recorded in Other income (expense).

(5) For quarter ended June 30, 2017, represents contingency accruals related to certain litigation claims. These costs were recorded in Selling, general and administrative expense.

Documents

Investor Presentation - Keane Group - …investors.keanegrp.com/~/media/Files/K/Keanegrp-IR/documents/... · Keane Group –Investor Presentation September 2017 2 Keane Overview ~1,200,000