Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ACDC | |
Entity Registrant Name | ProFrac Holding Corp. | |
Entity Central Index Key | 0001881487 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 159,388,841 | |
Entity File Number | 001-41388 | |
Entity Current Reporting Status | Yes | |
Entity Tax Identification Number | 87-2424964 | |
Entity Address, Address Line One | 333 Shops Boulevard | |
Entity Address, Address Line Two | Suite 301 | |
Entity Address, City or Town | Willow Park | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76087 | |
City Area Code | 254 | |
Local Phone Number | 776-3722 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Warrants | ||
Document Information [Line Items] | ||
Trading Symbol | ACDCW | |
Title of 12(b) Security | Warrants to purchase Class A common stock | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 25.1 | $ 35.1 |
Accounts receivable, net | 332.3 | 535.5 |
Accounts receivable - related party, net | 6.5 | 2.1 |
Inventories | 271.9 | 249.5 |
Prepaid expenses and other current assets | 42.8 | 43.2 |
Total current assets | 678.6 | 865.4 |
Property, plant, and equipment, net | 1,845.4 | 1,396.4 |
Operating lease right-of-use assets, net | 94.1 | 112.9 |
Goodwill | 323.2 | 240.5 |
Intangible assets, net | 182.3 | 203.1 |
Investments ($37.8 and $53.6 at fair value, respectively) | 42.8 | 58.6 |
Deferred tax assets | 0.4 | |
Other assets | 55.7 | 56.3 |
Total assets | 3,222.1 | 2,933.6 |
Current liabilities: | ||
Accounts payable | 341.1 | 339.4 |
Accounts payable - related party | 17.5 | 24 |
Accrued expenses | 113 | 115.4 |
Current portion of long-term debt | 122.8 | 127.6 |
Current portion of operating lease liabilities | 31 | 36 |
Other current liabilities | 70.8 | 25.7 |
Other current liabilities - related party | 7.4 | |
Total current liabilities | 703.6 | 668.1 |
Long-term debt | 902.1 | 735 |
Long-term debt - related party | 32.2 | 62.8 |
Operating lease liabilities | 67.8 | 81 |
Deferred tax liabilities | 79.4 | |
Other liabilities | 75.2 | 36 |
Total liabilities | 1,860.3 | 1,582.9 |
Temporary equity: | ||
Series A preferred stock, $0.01 par value, 50 thousand shares authorized, 50 thousand and zero shares issued and outstanding, respectively | 57.5 | |
Redeemable noncontrolling interest | 2,462.9 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value, 50.0 shares authorized, no shares issued and outstanding | ||
Additional paid-in capital | 1,171.3 | |
Retained earnings (accumulated deficit) | 77.5 | (1,185.9) |
Accumulated other comprehensive loss | (0.2) | |
Total stockholders' equity (deficit) attributable to ProFrac Holding Corp. | 1,250.1 | (1,184.4) |
Noncontrolling interests | 54.2 | 72.2 |
Total stockholders' equity (deficit) | 1,304.3 | (1,112.2) |
Total liabilities, temporary equity, and stockholders' equity (deficit) | 3,222.1 | 2,933.6 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock, value | 1.5 | 0.5 |
Common Class B | ||
Stockholders' equity (deficit): | ||
Common stock, value | $ 0 | $ 1 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value | $ 37.8 | $ 53.6 |
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 50,000,000 | 50,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Series A Preferred Stock | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 50,000,000 | 50,000,000 |
Preferred shares, issued | 50,000,000 | 0 |
Preferred shares, outstanding | 50,000,000 | 0 |
Preferred shares, par value | $ 0.01 | |
Preferred shares, issued | 50,000 | |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares, issued | 159,400,000 | 53,900,000 |
Common stock, shares, outstanding | 159,400,000 | 53,900,000 |
Common Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares, issued | 0 | 104,200,000 |
Common stock, shares, outstanding | 0 | 104,200,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues | $ 574.2 | $ 696.7 | $ 2,140.9 | $ 1,631.5 |
Operating costs and expenses: | ||||
Cost of revenues, exclusive of depreciation, depletion and amortization | 368.5 | 392 | 1,382.2 | 967.7 |
Selling, general, and administrative | 61 | 64.5 | 209.2 | 169 |
Depreciation, depletion and amortization | 111.5 | 69.1 | 330.7 | 178.1 |
Acquisition and integration costs | 2.6 | 5.8 | 20.1 | 22.9 |
Other operating expense, net | 10.1 | 0.6 | 17.8 | 6.6 |
Total operating costs and expenses | 553.7 | 532 | 1,960 | 1,344.3 |
Operating income | 20.5 | 164.7 | 180.9 | 287.2 |
Other (expense) income: | ||||
Interest expense, net | (40.2) | (16.3) | (116.1) | (39) |
(Loss) gain on extinguishment of debt | (0.2) | 4.1 | (17.3) | |
Other (expense) income, net | (4.9) | (1) | (22) | 8.2 |
(Loss) income before income taxes | (24.6) | 147.2 | 46.9 | 239.1 |
Income tax benefit (expense) | 6.7 | (7.9) | (9.6) | (12.4) |
Net (loss) income | (17.9) | 139.3 | 37.3 | 226.7 |
Less: net income attributable to ProFrac Predecessor | (73.6) | |||
Less: net (income) loss attributable to noncontrolling interests | (6.6) | 11.8 | (0.9) | 20.1 |
Less: net income attributable to redeemable noncontrolling interests | (107.1) | (41.8) | (122.6) | |
Net (loss) income attributable to ProFrac Holding Corp. | (24.5) | 44 | (5.4) | 50.6 |
Net (loss) income attributable to Class A common shareholders | $ (33.1) | $ 44 | $ (14) | $ 50.6 |
Basic (Loss) earnings per Class A share | $ (0.21) | $ 1.07 | $ (0.12) | $ 1.24 |
Diluted (Loss) earnings per Class A share | $ (0.21) | $ 1.07 | $ (0.12) | $ 1.24 |
Weighted average Class A common shares outstanding, basic | 159.4 | 41.2 | 121.3 | 40.8 |
Weighted average Class A common shares outstanding, diluted | 159.4 | 41.3 | 121.3 | 40.9 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ (17.9) | $ 139.3 | $ 37.3 | $ 226.7 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments | 0.2 | (0.1) | 0.1 | |
Comprehensive (loss) income | (17.9) | 139.5 | 37.2 | 226.8 |
Less: comprehensive income attributable to ProFrac Predecessor | (73.5) | |||
Less: comprehensive (income) loss attributable to noncontrolling interest | (6.6) | 11.7 | (0.9) | 20 |
Less: comprehensive income attributable to redeemable noncontrolling interest | (107.2) | (41.9) | (122.7) | |
Comprehensive (loss) income attributable to ProFrac Holding Corp. | $ (24.5) | $ 44 | $ (5.6) | $ 50.6 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Millions | Total | IPO | Producers | Common Stock Class A Common Stock | Common Stock Class A Common Stock IPO | Common Stock Class A Common Stock Producers | Common Stock Class B Common Stock | Additional Paid-in Capital | Additional Paid-in Capital IPO | Additional Paid-in Capital Producers | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained Earnings IPO | Accumulated Other Comprehensive Income | Noncontrolling Interests | Members' Equity |
Beginning balance at Dec. 31, 2021 | $ 148.1 | $ 0.1 | $ 1 | $ 147 | |||||||||||
Member contributions | 5 | 5 | |||||||||||||
Deemed distribution | (3.7) | (3.7) | |||||||||||||
Stock issued for acquisition | 72.9 | 72.9 | |||||||||||||
Net (loss) income | 20 | 0.4 | 19.6 | ||||||||||||
Foreign currency translation | (0.1) | (0.1) | |||||||||||||
Ending balance at Mar. 31, 2022 | 242.2 | 1.4 | 240.8 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 148.1 | 0.1 | 1 | 147 | |||||||||||
Net (loss) income | 226.7 | ||||||||||||||
Foreign currency translation | 0.1 | ||||||||||||||
Ending balance at Sep. 30, 2022 | (796.1) | $ 0.4 | $ 1 | $ (879.3) | 81.8 | ||||||||||
Ending balance, Shares at Sep. 30, 2022 | 41,200,000 | 101,100,000 | |||||||||||||
Beginning balance at Mar. 31, 2022 | 242.2 | 1.4 | 240.8 | ||||||||||||
Stock-based compensation | 0.8 | $ 0.3 | 0.5 | ||||||||||||
Stock-based compensation related to deemed contribution | 11.3 | 11.3 | |||||||||||||
Net income prior to corporate reorganization | 54 | 54 | |||||||||||||
Issuance of shares | 1 | $ 227.7 | $ 0.2 | $ 1 | $ 227.5 | ||||||||||
Issuance of shares, Shares | 18,200,000 | 101,100,000 | |||||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest | (377.5) | $ 0.2 | (82.9) | $ (294.8) | |||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest, Shares | 20,900,000 | ||||||||||||||
Class A shares issued to settle asset purchase | 16.7 | 16.7 | |||||||||||||
Class A shares issued to settle asset purchase, Shares | 2,100,000 | ||||||||||||||
Net income (loss) after corporate reorganization | (2.1) | 6.6 | (8.7) | ||||||||||||
Recognition of Flotek noncontrolling interest | 99.6 | 99.6 | |||||||||||||
Additional paid-in capital related to tax receivable agreement | 0.6 | 0.6 | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (159.4) | $ (1,438.3) | (27.1) | $ (146.4) | (132.3) | $ (1,291.9) | |||||||||
Ending balance at Jun. 30, 2022 | (1,323.4) | $ 0.4 | $ 1 | (1,417.6) | 92.8 | ||||||||||
Ending balance, Shares at Jun. 30, 2022 | 41,200,000 | 101,100,000 | |||||||||||||
Stock-based compensation | 1.3 | 0.6 | 0.7 | ||||||||||||
Stock-based compensation related to deemed contribution | 3 | 3 | |||||||||||||
Net income (loss) | 32.2 | 44 | (11.8) | ||||||||||||
Net (loss) income | 139.3 | ||||||||||||||
Foreign currency translation | 0.2 | ||||||||||||||
Foreign currency translation | 0.1 | 0.1 | |||||||||||||
Other | 0.1 | 0.1 | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (490.6) | 3.7 | (494.3) | ||||||||||||
Ending balance at Sep. 30, 2022 | (796.1) | $ 0.4 | $ 1 | (879.3) | 81.8 | ||||||||||
Ending balance, Shares at Sep. 30, 2022 | 41,200,000 | 101,100,000 | |||||||||||||
Beginning balance at Dec. 31, 2022 | (1,112.2) | $ 0.5 | $ 1 | (1,185.9) | 72.2 | ||||||||||
Beginning balance, Shares at Dec. 31, 2022 | 53,900,000 | 104,200,000 | |||||||||||||
Stock issued for acquisition | $ 9.6 | $ 9.6 | |||||||||||||
Stock issued for acquisition, shares | 700,000 | ||||||||||||||
Stock-based compensation | 1 | 0.9 | 0.1 | ||||||||||||
Stock-based compensation related to deemed contribution | 3.5 | 3.5 | |||||||||||||
Net income (loss) | 17.8 | 22 | (4.2) | ||||||||||||
Foreign currency translation | 0.2 | 0.1 | 0.1 | ||||||||||||
Flotek common stock issued to satisfy convertible notes held by third parties/ ProFrac Holdings Corp | 12.7 | 12.7 | |||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 1,268.2 | (9.2) | 1,277.4 | ||||||||||||
Ending balance at Mar. 31, 2023 | 200.8 | $ 0.5 | $ 1 | 4.8 | 113.5 | 0.1 | 80.9 | ||||||||
Ending balance, Shares at Mar. 31, 2023 | 54,600,000 | 104,200,000 | |||||||||||||
Beginning balance at Dec. 31, 2022 | (1,112.2) | $ 0.5 | $ 1 | (1,185.9) | 72.2 | ||||||||||
Beginning balance, Shares at Dec. 31, 2022 | 53,900,000 | 104,200,000 | |||||||||||||
Net (loss) income | 37.3 | ||||||||||||||
Foreign currency translation | (0.1) | ||||||||||||||
Ending balance at Sep. 30, 2023 | 1,304.3 | $ 1.5 | 1,171.3 | 77.5 | (0.2) | 54.2 | |||||||||
Ending balance, Shares at Sep. 30, 2023 | 159.4 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | 200.8 | $ 0.5 | $ 1 | 4.8 | 113.5 | 0.1 | 80.9 | ||||||||
Beginning balance, Shares at Mar. 31, 2023 | 54,600,000 | 104,200,000 | |||||||||||||
Stock-based compensation | 2.3 | 2.7 | (0.4) | ||||||||||||
Stock-based compensation related to deemed contribution | 6.8 | 6.8 | |||||||||||||
Tax withholding related to net share settlement of equity awards | (0.8) | (0.8) | |||||||||||||
Deferred taxes related to Class B share conversion to Class A shares | (74.7) | (74.7) | |||||||||||||
Net income (loss) | (4.4) | (2.9) | (1.5) | ||||||||||||
Other comprehensive income (loss) | (0.4) | (0.3) | (0.1) | ||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | (57.9) | (57.9) | |||||||||||||
Conversion of Class B common stock to Class A common stock | 1,313.3 | $ 1 | $ (1) | 1,313.3 | |||||||||||
Conversion of Class B common stock to Class A common stock, Shares | 104,200,000 | (104,200,000) | |||||||||||||
Flotek common stock issued to satisfy convertible notes held by third parties/ ProFrac Holdings Corp | 31.6 | (31.6) | |||||||||||||
Issuance of shares, Shares | 600,000 | ||||||||||||||
Additional paid-in capital related to tax receivable agreement | (58.9) | (58.9) | |||||||||||||
Ending balance at Jun. 30, 2023 | 1,326.1 | $ 1.5 | 1,166.9 | 110.6 | (0.2) | 47.3 | |||||||||
Ending balance, Shares at Jun. 30, 2023 | 159,400,000 | ||||||||||||||
Beginning balance at Mar. 31, 2023 | 200.8 | $ 0.5 | $ 1 | 4.8 | 113.5 | 0.1 | 80.9 | ||||||||
Beginning balance, Shares at Mar. 31, 2023 | 54,600,000 | 104,200,000 | |||||||||||||
Ending balance at Sep. 30, 2023 | 1,304.3 | $ 1.5 | 1,171.3 | 77.5 | (0.2) | 54.2 | |||||||||
Ending balance, Shares at Sep. 30, 2023 | 159.4 | ||||||||||||||
Beginning balance at Jun. 30, 2023 | 1,326.1 | $ 1.5 | 1,166.9 | 110.6 | (0.2) | 47.3 | |||||||||
Beginning balance, Shares at Jun. 30, 2023 | 159,400,000 | ||||||||||||||
Stock-based compensation | 2.3 | 2 | 0.3 | ||||||||||||
Stock-based compensation related to deemed contribution | 2.1 | 2.1 | |||||||||||||
Deferred taxes related to Class B share conversion to Class A shares | (0.3) | (0.3) | |||||||||||||
Adjustment of Series A preferred stock to redemption amount | (8.6) | (8.6) | |||||||||||||
Net (loss) income | (17.9) | (24.5) | 6.6 | ||||||||||||
Ending balance at Sep. 30, 2023 | $ 1,304.3 | $ 1.5 | $ 1,171.3 | $ 77.5 | $ (0.2) | $ 54.2 | |||||||||
Ending balance, Shares at Sep. 30, 2023 | 159.4 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 37.3 | $ 226.7 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation, depletion and amortization | 330.7 | 178.1 |
Amortization of acquired contract liabilities | (41) | |
Stock-based compensation | 27.3 | 53.3 |
(Gain) loss on disposal of assets, net | (0.3) | 2.6 |
Non-cash (gain) loss on extinguishment of debt | (4.1) | 10.5 |
Amortization of debt issuance costs | 18.8 | 4.7 |
Acquisition earnout adjustment | (6.6) | |
Unrealized loss (gain) on investments, net | 24.1 | (8.5) |
Deferred tax expense | 5 | 2.4 |
Other non-cash items, net | 0.1 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 219.4 | (220.5) |
Inventories | (15.3) | (96.8) |
Prepaid expenses and other assets | (5.3) | (18.6) |
Accounts payable | (48.1) | 6.3 |
Accrued expenses | 6 | 110.6 |
Other liabilities | (37.2) | 5.8 |
Net cash provided by operating activities | 510.8 | 256.6 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (461.8) | (354.9) |
Investment in property, plant & equipment | (233.9) | (239.5) |
Proceeds from sale of assets | 3 | 46.6 |
Investment in unconsolidated affiliate | (47.2) | |
Initial investment in Flotek | (10) | |
Other investments | (24.8) | |
Net cash used in investing activities | (692.7) | (629.8) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 334.7 | 818.8 |
Repayments of long-term debt | (98.6) | (515.8) |
Borrowings from revolving credit agreements | 1,219.9 | 253.7 |
Repayments to revolving credit agreements | (1,315.4) | (322.7) |
Payment of debt issuance costs | (18.9) | (33.3) |
Tax withholding related to net share settlement of equity awards | (0.8) | |
Member contribution | 5 | |
Proceeds from issuance of common stock | 329.1 | |
Payment of stock issuance costs | (27.4) | |
Payment of THRC related equity | (72.9) | |
Net cash provided by financing activities | 169.8 | 434.5 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (12.1) | 61.3 |
Cash, cash equivalents, and restricted cash beginning of period | 37.9 | 5.4 |
Cash, cash equivalents, and restricted cash end of period | 25.8 | 66.7 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable | 42.2 | 26.5 |
Operating lease liabilities incurred from obtaining right-of-use assets | 8.8 | $ 45.4 |
Finance lease liabilities incurred from obtaining right-of-use assets | 4.6 | |
Series A Preferred Stock | ||
Cash flows from financing activities: | ||
Proceeds from issuance of Series A preferred stock | 50 | |
Payment of stock issuance costs | $ (1.1) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (24.5) | $ 44 | $ (5.4) | $ 50.6 |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business ProFrac Holding Corp. ("ProFrac Corp.") is a vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources. ProFrac Corp. operates in three business segments: stimulation services, proppant production and manufacturing. Our stimulation services segment owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our proppant production segment provides proppant to oilfield service providers and E&P companies. Our manufacturing segment sells highly engineered, tight tolerance machined, assembled, and factory tested products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends. Basis of Presentation On May 17, 2022, ProFrac Corp. completed its initial public offering and corporate reorganization and became the managing member of ProFrac Holdings, LLC ("ProFrac LLC"). The unaudited condensed consolidated financial statements presented herein prior to May 17, 2022 consist of the accounts of ProFrac LLC and its subsidiaries (the "Predecessors"). The unaudited condensed consolidated financial statements presented herein subsequent to May 17, 2022 include the accounts of ProFrac Corp. and those of its subsidiaries that are wholly-owned, controlled by it or a variable interest entity ("VIE") where it is the primary beneficiary. In these notes to the unaudited condensed consolidated financial statements, ProFrac Corp. and ProFrac LLC together are referred to as "we," "our" or "us." These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair statement of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in Item 8 "Financial Statements and Supplementary Data" of our Annual Report. All significant intercompany accounts and transactions have been eliminated in consolidation. Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash are recorded in our unaudited condensed consolidated balance sheet as follows: September 30, December 31, Cash and cash equivalents $ 25.1 $ 35.1 Restricted cash included in prepaid expenses and other current assets 0.7 2.8 Total cash, cash equivalents, and restricted cash $ 25.8 $ 37.9 Concentrations of Risk Our business activities are concentrated in the well completion services segment of the oilfield services industry in the United States. The market for these services is cyclical, and we depend on the willingness of our customers to make operating and capital expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of our customers to undertake these activities depends largely upon prevailing industry conditions that are predominantly influenced by current and expected prices for oil and natural gas. Historically, a low commodity-price environment has caused our customers to significantly reduce their hydraulic fracturing activities and the prices they are willing to pay for those services. During these periods, these customer actions materially adversely affected our business, financial condition and results of operations. New Accounting Standards to be Adopted In March 2023, the Financial Accounting Standards Board issued an accounting pronouncement (ASU 2023-01) related to accounting for leases between entities under common control. The amendments in this update clarify the accounting for leasehold improvements associated with common control leases. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We do not expect the update to have a material effect on our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 2. ACQUISITIONS On January 3, 2023, we acquired 100 % of the issued and outstanding membership interest of Producers Service Holdings LLC (“Producers”), an employee-owned pressure pumping services provider serving Appalachia and the Mid-Continent, for a total purchase consideration of $ 36.5 million, consisting of (i) Class A common stock valued at $ 12.9 million based on the acquisition date closing price of $ 21.40 ; (ii) cash consideration of $ 1.4 million; (iii) a working capital adjustment of $ 8.3 million paid in cash to the sellers of Producers in May 2023; and (iv) our pre-existing investment of $ 13.9 million. Throughout the six months ended June 30, 2023, we integrated Producers' operations. As a result, we track all stimulation services assets as one group and it would be impracticable to separately report Producers' revenues or pretax earnings subsequent to the acquisition. On February 24, 2023, we acquired 100 % of the issued and outstanding membership interests in (i) Performance Proppants, LLC, (ii) Red River Land Holdings, LLC, (iii) Performance Royalty, LLC, (iv) Performance Proppants International, LLC, and (v) Sunny Point Aggregates, LLC (together, “Performance Proppants”) for a total purchase consideration of $ 462.5 million, consisting of (i) Class A common stock valued at $ 6.2 million based on the acquisition date closing price of $ 19.67 ; (ii) cash consideration of $ 452.1 million; and (iii) the settlement of a pre-existing receivable of $ 4.2 million. Performance Proppants is a frac sand provider in the Haynesville basin . During the three months and nine months ended September 30, 2023, our unaudited condensed consolidated statements of operations include revenues of $ 59.3 million and $ 142.2 million, respectively, and pretax income of $ 25.5 million and $ 60.9 million, respectively, related to the Performance Proppants acquisition. We accounted for these acquisitions as business combinations. The following table reflects pro forma revenues and net income (loss) for the three and nine months ended September 30, 2023 and 2022 as if the 2022 and 2023 acquisitions had taken place on January 1, 2022. These unaudited pro forma amounts are not necessarily indicative of results that would have actually been obtained during the periods presented or that may be obtained in the future. Three Months Ended Nine Months Ended (unaudited) 2023 2022 2023 2022 Revenues $ 574.2 $ 894.6 $ 2,171.6 $ 2,230.0 Net income (loss) $ ( 17.9 ) $ 129.1 $ 44.7 $ 139.6 The following table represents our preliminary allocation of total purchase consideration of Producers and Performance Proppants to the identifiable assets acquired and liabilities assumed based on the fair values on their acquisition dates: Producers Performance Proppants Cash and cash equivalents $ 0.3 $ 2.0 Accounts receivable 7.5 14.8 Prepaid expenses and other assets 1.1 0.6 Inventories 2.8 7.5 Property, plant and equipment 29.5 476.9 Intangible assets — 5.6 Total identifiable assets acquired 41.2 507.4 Accounts payable 10.9 16.7 Accrued expenses 0.7 2.8 Current portion of long-term debt 0.2 2.1 Other current liabilities — 49.6 Non-current portion of debt 0.1 0.6 Other non-current liabilities — 42.3 Total liabilities assumed 11.9 114.1 Goodwill 7.2 69.2 Total purchase consideration $ 36.5 $ 462.5 We generally used the cost approach to value acquired property, plant and equipment adjusted for the age, condition and utility of the associated assets. The market approach valuation technique was used for assets that had comparable market data available. Included in Performance Proppants property, plant and equipment valuation is mineral reserves valued at $ 248.3 million using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The intangible assets related to the Performance Proppants acquisition represent customer relationships and the fair value was determined using the with-and-without method which is an income approach and considers the time needed to rebuild the customer base. The amounts allocated to goodwill are attributable to the organized workforce and potential or expected synergies. The goodwill for Producers and Performance Proppants was recognized in the stimulation services and proppant production segments, respectively. We estimate that substantially all of the goodwill will be deductible for income tax purposes. The allocations of purchase price to the identifiable assets acquired and liabilities assumed for these acquisitions are preliminary and subject to revisions during the measurement period, up to one year from the date the acquisition closed. These determinations include the use of estimates based on information that was available at the time these unaudited condensed consolidated financial statements were prepared. We believe that the estimates used are reasonable; however, the estimates are subject to change as additional information becomes available. The changes in the carrying amount of goodwill by reportable segment were as follows: Stimulation Proppant Manufacturing Other Total Balances as of December 31, 2022 $ 153.3 $ 5.5 $ - $ 81.7 $ 240.5 Acquisition of Producers 7.2 - - - 7.2 Acquisition of Performance - 75.7 - - 75.7 Measurement period adjustments 4.7 ( 4.9 ) - - ( 0.2 ) Balances as of September 30, 2023 $ 165.2 $ 76.3 $ - $ 81.7 $ 323.2 The measurement period adjustments for the stimulation services segment included an adjustment to finalize the estimate for contingent liabilities at the acquisition date for our U.S. Well Services acquisition. The measurement period adjustments for the stimulation services segment included an adjustment to recognize a $ 5.3 million post-closing working capital adjustment related to our December 2022 acquisition of REV Energy Holdings, LLC ("REV"), which resulted in a reduction to the principal balance of our long-term debt payable to REV and a corresponding decrease to goodwill for the same amount. The measurement period adjustment for the Proppant production segment related to adjustments to working capital balances for our Performance Proppant acquisition. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3. INVENTORIES Inventory is comprised of the following: September 30, December 31, Raw materials and supplies $ 88.6 $ 78.7 Work in process 18.1 9.7 Finished products and parts 165.2 161.1 Total $ 271.9 $ 249.5 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | NOTE 4. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net is comprised of the following: September 30, December 31, Machinery and equipment $ 2,098.0 $ 1,671.7 Mining property and mine development 420.3 172.1 Buildings and leasehold improvements 109.7 62.0 Land 56.8 44.3 Office equipment, software and other 11.9 7.3 Construction in progress 161.8 156.1 Total 2,858.5 2,113.5 Less: accumulated depreciation, depletion and amortization ( 1,013.1 ) ( 717.1 ) Property, plant, and equipment, net $ 1,845.4 $ 1,396.4 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | NOTE 5. ACCRUED EXPENSES Accrued expenses are comprised of the following: September 30, December 31, Employee compensation and benefits $ 26.1 $ 41.0 Sales, use, and property taxes 22.2 20.1 Insurance 8.2 7.4 Interest 21.6 17.5 Income taxes 4.6 0.7 Tax receivable agreement 3.3 3.3 Other 27.0 25.4 Total accrued expenses $ 113.0 $ 115.4 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | NOTE 6. LONG-TERM DEBT Long-term debt is comprised of the following: September 30, December 31, Third party: Term loan $ 808.4 $ 519.2 ABL credit facility 135.5 234.3 Monarch note 65.6 87.5 First Financial loan 5.3 16.6 Flotek convertible notes — 12.7 Other 33.9 26.3 Related party: REV Note 12.2 39.0 Equify notes 20.0 23.8 Total principal amount 1,080.9 959.4 Less: unamortized debt discounts, premiums, and issuance costs ( 23.8 ) ( 34.0 ) Less: current portion of long-term debt ( 122.8 ) ( 127.6 ) Total long-term debt $ 934.3 $ 797.8 Term Loan Facility In February 2023, we amended the term loan facility to, among other things, increase the size of the term loan facility, and we borrowed $ 320.0 million under the facility to help fund our acquisition of Performance Proppants and for general corporate purposes. The term loan facility requires quarterly payments as well as payments based on a percentage of 25 % to 50 % of excess cash flow (as defined in the term loan facility). The applicable percentage of excess cash flow depends on our leverage ratio as of the last day of the applicable fiscal quarter. During the nine months ended September 30, 2023, we repaid $ 30.7 million of borrowings outstanding under our term loan facility. ABL Credit Facility In February 2023, we amended the ABL credit facility to, among other things, increase the maximum availability to $ 400.0 million. In April 2023 we amended the ABL credit facility to, among other things, increase the amount of permitted additional debt basket. In September 2023, we amended the ABL credit facility to, among other things, increase the amount of inventory that is allowed in the borrowing base. As of September 30, 2023, the maximum availability under the ABL credit facility was limited to our eligible borrowing base of $ 260.3 million with $ 135.5 million of borrowings outstanding and $ 8.8 million of letters of credit outstanding, resulting in approximately $ 116.0 million of remaining availability. Monarch Note During the nine months ended September 30, 2023, we made principal payments of $ 21.9 million on the Monarch Note. First Financial Loan During the nine months ended September 30, 2023, we made principal payments of $ 11.3 million on the First Financial Loan. Flotek Convertible Notes In February 2023, Flotek's convertible notes matured and all $ 12.7 million principal amount were converted to shares of Flotek common stock, which is classified as "Noncontrolling interests" in our unaudited condensed consolidated balance sheets. REV Note During the nine months ended September 30, 2023, we made principal payments of $ 21.5 million and had a working capital adjustment of $ 5.3 million on the REV Note. Equify Note During the nine months ended September 30, 2023, we made principal payments of $ 3.8 million on the Equify Note. Debt Compliance Both the term loan facility and the ABL credit facility contain certain customary representations and warranties and affirmative and negative covenants. As of September 30, 2023, we were in compliance with these covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, we are the subject of, or party to a number of pending or threatened legal actions and administrative proceedings. While many of these matters involve inherent uncertainty, we believe that, other than as described below, the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations. We estimate and provide for potential losses that may arise out of legal proceedings and claims to the extent that such losses are probable and can be reasonably estimated. Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different from these estimates. When preparing our estimates, we consider, among other factors, the progress of each legal proceeding and claim, our experience and the experience of others in similar legal proceedings and claims, and the opinions and views of legal counsel. Legal costs related to litigation contingencies are expensed as incurred. U.S. Well Services Inc. and U.S. Well Services, LLC (collectively, “USWS”) v. Halliburton Company and Cimarex Energy Co. (collectively, “Halliburton”) In April 2021, USWS filed a patent infringement suit against Halliburton in United States District Court for the Western District of Texas Waco Division. In the suit, USWS alleges willful infringement of seven U.S. patents based on Halliburton’s “All-Electric Fracturing Fleet.” In August 2023, a jury returned a verdict in this case in favor of USWS, which Halliburton has indicated it intends to appeal. In June 2021, Halliburton filed inter partes review ("IPR") petitions against these USWS patents. In January 2023, the Patent Trial and Appeal Board (“PTAB”) entered final written decisions finding certain claims of these patents invalid. In March 2023, USWS filed a notice of appeal of the final written decisions invalidating certain claims of three of these patents. Other appeal deadlines remain open. In May 2023, the Western District of Texas ruled certain claims of five of the USWS patents are invalid. In May 2022, Halliburton filed an amended answer to this patent infringement suit counterclaiming for declaratory judgment of invalidity of USWS’ patents asserted against Halliburton in this matter and willful infringement of seven of Halliburton’s U.S. patents based on USWS’ clean fleets and conventional fleets. In June 2022, USWS filed IPR petitions against four of Halliburton’s patents. In December 2022, the PTAB denied institution of IPR against these four patents. The outcome of Halliburton’s counterclaim against us is uncertain and the ultimate resolution of it could have a material adverse effect on our unaudited condensed consolidated financial statements in the period in which the resolution is recorded. Halliburton Energy Services, Inc., Halliburton US Technologies, Inc., and Halliburton Group Technologies, Inc. (collectively, “Halliburton”) v. U.S. Well Services, LLC (“USWS”) In September 2022, Halliburton filed two patent infringement suits against USWS in United States District Court for the Western District of Texas Waco Division. In the first lawsuit, Halliburton alleges willful infringement of three of its previously asserted patents as well as five additional U.S. patents. In the second lawsuit, Halliburton alleges willful infringement of two of its previously asserted patents as well as five additional U.S. patents. Both lawsuits allege infringement based on all of USWS and ProFrac LLC's fleets. The two lawsuits are scheduled together and set for trial in June 2024. In January 2023, USWS filed amended answers to these patent infringement suits counterclaiming for declaratory judgment of invalidity of Halliburton’s patents asserted against USWS in this matter and willful infringement of two additional USWS’ U.S. patents based on Halliburton’s “All-Electric Fracturing Fleet.” In February 2023, Halliburton filed IPR petitions against these USWS patents. However, this case has been stayed pending resolution of certain IPRs filed by USWS. The outcomes of these cases are uncertain and the ultimate resolution of them could have a material adverse effect on our unaudited condensed consolidated financial statements in the period in which the resolution is recorded. |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | NOTE 8. PREFERRED STOCK In September 2023, we issued and sold 50,000 shares of Series A preferred stock, par value $ 0.01 per share (the "Preferred Stock"), to two entities controlled by Mr. Dan Wilks and Mr. Farris Wilks. Mr. Dan Wilks and Mr. Farris Wilks are brothers and are the founders and principal stockholders of the Company. Their sons, Mr. Matthew D. Wilks and Mr. Johnathan Ladd Wilks are the Company’s Executive Chairman and Chief Executive Officer, respectively. The Preferred Stock was sold for aggregate consideration of $ 50.0 million, and resulted in net proceeds to the Company of $ 48.9 million after the payment of $ 1.1 million in issuance costs. The Preferred Stock ranks senior to our common stock with respect to dividend rights and distribution rights in the event of any liquidation, winding-up or dissolution of the Company. The amount that each share of Preferred Stock is entitled to in liquidation is equal to a liquidation preference. The liquidation preference initially equals the original issue price per share of $ 1,000.00 for each share of Preferred Stock and is increased as the result of any paid-in-kind dividends (“Liquidation Preference”). Whether or not declared by the board of directors and whether or not there are funds legally available for the payment of dividends, holders of outstanding shares of Preferred Stock shall be entitled to cumulative paid-in-kind dividends at a rate per share equal to an annual rate of 8 % on the then-applicable Liquidation Preference. Such dividends shall compound and be payable quarterly in arrears. Conversion Option After one year, the Preferred Stock holders will have the option to convert each Preferred Stock share into shares of our common stock at a conversion ratio. The conversion ratio is defined as the Liquidation Preference as of the date of the conversion divided by the conversion price of $ 20.00 , where such conversion price is subject to adjustment upon the occurrence of specified events set forth under terms of the Preferred Stock. Redemption Option The Preferred Stock is redeemable at the Company's option at any time. The redemption price per share is an amount in cash equal to the Liquidation Preference as of the date of redemption multiplied by 1.15 (“Redemption Amount”). At September 30, 2023, the Redemption Amount of the Preferred Stock would be $ 57.5 million. Change of Control Provision Upon a change of control, the Company will have the options to convert the Preferred Stock into common shares or to redeem the Preferred Stock for cash. If the Company elects to convert the Preferred Stock into common shares, it will do so at a conversion rate equal to the greater of: • The Liquidation Preference divided by $ 10.95 , or • T he Liquidation Preference divided by the 30-day volume-weighted average price (“VWAP”) of our common stock at the public announcement of the change of control transaction. If the Company elects to redeem the Preferred Stock for cash, it will pay out the greater of (1) the Liquidation Preference as of the date of such payment or (2) the amount such holder would receive in the change of control transaction if such share of Preferred Stock had been converted into a number of shares of common stock equal to the greater of: • The Liquidation Preference divided by $ 20.00 (which is subject to adjustment upon the occurrence of specified events set forth under the terms of the Preferred Stock), and • The Liquidation Preference divided by the 30-day VWAP of our common stock at the change of control date. Temporary Equity Classification The holders of the Preferred Stock are also common stockholders of the Company and collectively control our board of directors. Therefore, the Preferred Stock holders could direct the Company to redeem the Preferred Stock at any time. As a result, we have classified the Preferred Stock as temporary equity on our unaudited condensed consolidated balance sheets and have measured its carrying value at its maximum redemption value with a corresponding charge to retained earnings. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Noncontrolling Interest | NOTE 9. REDEEMABLE NONCONTROLLING INTEREST ProFrac Corp.’s only material asset is an equity interest consisting of units representing limited liability company interests in ProFrac LLC (the “Units”). As the sole managing member of ProFrac LLC, ProFrac Corp. consolidates the financial results of ProFrac LLC and its subsidiaries and reports a noncontrolling interest related to the portion of Units not owned by ProFrac Corp. Historically, the holders of Units not owned by ProFrac Corp. also held shares of ProFrac Corp.’s Class B common stock, such that a single share of Class B common stock is issued for each Unit not owned by ProFrac Corp. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of ProFrac LLC and the Second Amended and Restated Certificate of Incorporation of ProFrac Corp., certain members of ProFrac LLC have had the right to cause ProFrac LLC to redeem all or a portion of each such member's Units, together with the surrender of the same number of each such member's shares of Class B common stock, for an equivalent number of shares of Class A common stock or, at the election of our board of directors, cash. In connection with the exercise of such redemption, a corresponding number of shares of Class B common stock will be canceled. The redemption election is not considered to be within our control because the holders of Class B common stock and their affiliates control us through direct representation on our board of directors. As a result, we present the noncontrolling interests in ProFrac LLC as redeemable noncontrolling interests outside of permanent equity. In April 2023, all the eligible holders of the Units (the "Redeeming Members") submitted redemption notices with respect to all of their Units, representing an aggregate of 104.2 million ProFrac LLC units (the "Redeemed Units"), together with the surrender and delivery of the same number of shares of our Class B common stock. The Redeeming Members include entities owned or affiliated with ProFrac Corp.'s controlling stockholders, Mr. Dan Wilks and Mr. Farris Wilks, as well as Mr. Matthew D. Wilks, our Executive Chairman, an entity affiliated with Mr. Johnathan L. Wilks, our Chief Executive Officer, and Mr. Coy Randle, a member of our board of directors. In April 2023, we delivered a written notice to ProFrac LLC and the Redeeming Members setting forth our election to exercise our right to purchase directly and acquire the Redeemed Units, together with the surrender and delivery of the same number of shares of our Class B common stock from the Redeeming Members. We subsequently acquired the Redeemed Units from the Redeeming Members by issuing an aggregate of 101.1 million shares of Class A common stock on or about April 10, 2023 and the remaining 3.1 million shares on or about April 13, 2023. The surrendered shares of Class B common stock were canceled, and no shares of our Class B common stock remain issued and outstanding. The phrase "conversion of Class B common stock to Class A common stock" used throughout this document refers to the April 2023 transactions described above. Activity related to the redeemable noncontrolling interest is as follows: Balance as of December 31, 2022 $ 2,462.9 Class A shares issued in acquisitions 9.5 Net income 42.0 Stock-based compensation 1.9 Stock-based compensation related to deemed contribution 6.7 Foreign currency translation adjustments 0.1 Adjustment of redeemable noncontrolling interest to redemption amount (1) ( 1,268.2 ) Balance as of March 31, 2023 1,254.9 Net loss ( 0.2 ) Stock-based compensation 0.1 Stock-based compensation related to deemed contribution 0.6 Foreign currency translation adjustments — Adjustment of redeemable noncontrolling interest to redemption amount (2) 57.9 Conversion of Class B common stock to Class A common stock ( 1,313.3 ) Balance as of June 30, 2023 and September 30, 2023 $ — (1) Based on 104.2 million shares of Class B common stock outstanding and the 10-day VWAP of Class A common stock of $ 12.04 at March 31, 2023. (2) Based on 104.2 million shares of Class B common stock outstanding and the 10-day VWAP of Class A common stock of $ 12.60 at April 7, 2023. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2023 | |
Variable Interest Entity, Measure of Activity [Abstract] | |
Variable Interest Entity | NOTE 10. VARIABLE INTEREST ENTITY As a result of our investment in and contractual relationship with Flotek Industries, Inc. ("Flotek"), Flotek meets the definition of a VIE and we are the primary beneficiary. Accordingly, we have consolidated the operating results, assets and liabilities of Flotek. In May 2023, a portion of our Flotek convertible notes matured and were converted into 63.5 million shares of Flotek common stock. In September 2023, Flotek's shareholders approved a 6-for-1 reverse stock split. Also in September 2023, Flotek's shareholders approved the issuance of 4.2 million shares (post-split) of common stock to the Company to settle a prefunded warrant related to the February 2022 Flotek convertible notes held by the Company that matured in February 2023. As of September 30, 2023, we owned approximately 50.8 % of Flotek's outstanding common stock. As of September 30, 2023 and December 31, 2022, $ 66.1 million and $ 79.2 million, respectively, of Flotek's assets and $ 52.6 million and $ 72.0 million, respectively, of Flotek's liabilities are included in our unaudited condensed consolidated balance sheets. These amounts are exclusive of goodwill and are after intercompany eliminations. The assets of Flotek can only be used to settle its obligations and the creditors of Flotek have no recourse to our assets. Our exposure to Flotek is generally limited to the carrying value of our equity and variable interest. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | NOTE 11. REVENUE FROM CONTRACTS WITH CUSTOMERS We believe that disaggregating our revenue by reportable segment (see Note 16) provides the information necessary to understand the nature, amount, timing and uncertainty of our revenues and cash flows. Contract Balances with Customers Our contract assets are included in “Accounts receivable” in our unaudited condensed consolidated balance sheets. Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered. Our current and non-current contract liabilities are included in “Other current liabilities” and “Other liabilities,” respectively, in our unaudited condensed consolidated balance sheets. Our contract liabilities consist of deferred revenues from advance consideration received from customers related to future performance of service or delivery of products and off-market contract liabilities from unfavorable contracts recognized in connection with our business acquisitions in the Proppant Production segment. During the nine months ended September 30, 2023, we recorded off-market contract liabilities amounting to $ 85.0 million from the Performance Proppants acquisition (see Note 2). During the three months and nine months ended September 30, 2023, we recorded the related amortization of $ 16.4 million and $ 41.0 million, respectively, to revenue. As of September 30, 2023, our off-market contract liabilities amounted to $ 67.6 million and the related estimated future amortization to revenue is $ 16.5 million for the remainder of 2023, $ 43.5 million in 2024 and $ 7.6 million in 2025. Performance Obligations Certain of our Proppant Production contracts contain multiple performance obligations to provide a minimum quantity of proppant products to our customers in future periods. For these contracts, the transaction price is allocated to each performance obligation at estimated selling prices and we recognize revenue as we satisfy these performance obligations. As of September 30, 2023, the aggregate amount of transaction price allocated to unsatisfied performance obligations was $ 478.8 million, and we expect to perform these obligations and recognize revenue of $ 137.4 million for the remainder of 2023 , $203 .2 million in 2024 , $ 80.2 million in 2025 , $ 43.5 million in 2026 and $ 14.5 million in 2027 . We have elected the practical expedient permitting the exclusion of disclosing the value of unsatisfied performance obligations for Stimulation Services and Manufacturing contracts as these contracts have original contract terms of one year or less or we have the right to invoice for services performed. |
Other Operating Expense, Net
Other Operating Expense, Net | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | NOTE 12. OTHER OPERATING EXPENSE, NET Other operating expense, net is comprised of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (Gain) loss on disposal of assets $ ( 1.3 ) $ 0.6 $ ( 0.3 ) $ 2.6 Litigation expenses and accruals for legal contingencies 10.3 — 23.5 4.0 Severance charges 1.1 — 1.1 — Acquisition earnout adjustment — — ( 6.6 ) — Provision for credit losses, net of recoveries — — 0.1 — Total $ 10.1 $ 0.6 $ 17.8 $ 6.6 (Gain) loss on disposal of assets, net consists of gains and losses on the sale of excess property, early equipment failures and other asset dispositions. Litigation expenses and accruals for legal contingencies generally represent legal and professional fees incurred in litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In the nine months ended September 30, 2023, these costs represent litigation costs incurred in connection with a patent infringement lawsuit against Halliburton. See Note 7 for a discussion of significant litigation matters. Severance charges relate to the departure of two executives in the three months ended September 30, 2023. The acquisition earnout adjustment represents a decrease in the fair value of the contingent consideration related to our acquisition of REV in December 2022. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | NOTE 13. INCOME TAXES The Predecessors were organized as limited liability companies or a limited partnership and were treated as either a disregarded entity or a partnership for U.S. federal income tax purposes, whereby the ordinary business income or loss and certain deductions were passed-through and reported on the members’ income tax returns. As such, the Predecessors were not required to account for U.S. federal income taxes in the unaudited condensed consolidated financial statements. In connection with our initial public offering in May 2022, we reorganized and ProFrac LLC became partially owned by ProFrac Corp., a C-corporation. ProFrac Corp. is a taxable entity and is required to account for its income taxes under the asset and liability method for periods subsequent to May 17, 2022. We record income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets and changes to actual or forecasted permanent book to tax differences. Our effective tax rate for the nine months ended September 30, 2023 was 20.5 %, compared with 5.2 % in the same period in 2022. The difference between our effective tax rate and the federal statutory rate in 2022 related to the income that was earned within the financial statement consolidated group that is not subject to tax within the financial statement consolidated group. The conversion of our Class B common stock to Class A common stock (see Note 8) resulted in a shift from a net deferred tax asset position before the conversion to a net deferred tax liability position after the conversion. As of September 30, 2023, $ 74.4 million of our net deferred tax liability was associated with the conversion. The recognition of this net deferred tax liability was recorded as an equity transaction because the holders of Class B common stock and their affiliates control us through their Class A common stock holdings. Tax Receivable Agreement In connection with our initial public offering, ProFrac Corp. entered into a tax receivable agreement (the “TRA”) with certain holders of limited liability company interests in ProFrac LLC (the “TRA Holders”). The TRA generally provides for payment by ProFrac Corp. to the TRA Holders of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that ProFrac Corp. actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of ProFrac Corp.'s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s ProFrac LLC units in connection with the initial public offering or the exercise of the Redemption Right (as defined in the TRA) or the Call Right (as defined in the TRA), and (ii) imputed interest deemed to be paid by ProFrac Corp. as a result of, and additional tax basis arising from, any payments ProFrac Corp. makes under the TRA. Payments will generally be made under the TRA as ProFrac Corp. realizes actual cash tax savings from the tax benefits covered by the TRA. As a result of the conversion of all our Class B common stock to Class A common stock (see Note 8) and the tax effect of this transaction, we recorded a $ 58.9 million noncurrent TRA liability. The recognition of the TRA liability was recorded as an equity transaction because the holders of Class B common stock and their affiliates control us through their Class A common stock holdings. As of September 30, 2023 , the current liability for our TRA obligation was an additional $ 3.3 million. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | NOTE 14. EARNINGS PER SHARE The calculation of earnings per share ("EPS") for our Class A common stock is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net (loss) income attributable to ProFrac Holding Corp. $ ( 24.5 ) $ 44.0 $ ( 5.4 ) $ 50.6 Adjust Series A preferred stock to its maximum redemption value ( 8.6 ) — ( 8.6 ) — Net (loss) income used for basic earning per Class A common share ( 33.1 ) 44.0 ( 14.0 ) 50.6 Net loss reallocated to dilutive Class A common shares — — — — Net (loss) income used for diluted earnings per Class A common share $ ( 33.1 ) $ 44.0 $ ( 14.0 ) $ 50.6 Denominator: Weighted average Class A common shares 159.4 41.2 121.3 40.8 Dilutive potential of employee restricted stock units — 0.1 — 0.1 Weighted average Class A common shares — diluted 159.4 41.3 121.3 40.9 Basic and diluted (loss) earnings per Class A common share $ ( 0.21 ) $ 1.07 $ ( 0.12 ) $ 1.24 The dilutive potential of employee restricted stock units was calculated using the treasury stock method. At September 30, 2023, there were 0.2 million common stock equivalents related to employee restricted stock units that were not included in diluted earnings per share because the effect of their inclusion would be antidilutive. The dilutive potential of our Preferred Stock is calculated using the if-converted method. At September 30, 2023, there were 2.5 million common stock equivalents related to Preferred Stock that were not included in diluted earnings per share because the effect of their inclusion would be antidilutive. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 15. FAIR VALUE OF FINANCIAL INSTRUMENTS Recurring Measurements Our assets and liabilities measured at fair value on a recurring basis consist of the following: Fair Value Measurements Using Level 1 Level 2 Level 3 As of September 30, 2023: Assets — Investment in BPC $ — $ — $ 37.8 Liabilities: Earnout payment $ — $ — $ 0.0 Munger make-whole provision — — 8.8 Warrants 0.1 — — Total $ 0.1 $ — $ 8.8 As of December 31, 2022: Assets — Investment in BPC $ — $ — $ 53.6 Liabilities: Earnout payment $ — $ — $ 6.6 Munger make-whole provision — — 0.4 Warrants 1.1 — — Total $ 1.1 $ — $ 7.0 We have elected the fair value option to account for our investment in Basin Production and Completion LLC ("BPC") due to the complexities of the terms of the equity investment. The significant unobservable inputs used in the fair value measurement, which was valued using the income approach and the market approach, are forecasted results and a weighted-average cost of capital. The fair value of this asset is classified as "Investments" in our unaudited condensed consolidated balance sheets. The gains and losses from fair value changes are classified as "Other (expense) income, net" in our unaudited condensed consolidated statements of operations. The fair value of the earnout payment was estimated using a Black-Scholes model, adjusted for the capped amount of the earnout. The fair value was discounted using a company specific credit spread to account for the counterparty credit risk in making the payment. The significant unobservable inputs used in the fair value measurement are the risk-free rate, credit spread of the acquirer, discount rate, forecasted results and volatility. The fair value of the Munger make-whole provision was estimated using a Black-Scholes model. The significant unobservable inputs used in the fair value measurement are the risk-free rate and volatility. In May 2023, the expiration date of the Munger make-whole provision was extended until May 17, 2024. The following is a reconciliation of our recurring Level 3 fair value measurements: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Balance at beginning of period $ 34.1 $ 49.7 $ 46.6 $ — Acquisition of Flotek convertible notes — — — 20.0 Acquisition of investment in BPC — — — 47.2 Transfer of Investment in BPC to Level 3 fair value measurement — — — 4.2 Elimination of Flotek convertible notes at acquisition date — — — ( 30.2 ) Change in fair value of Level 3 fair value measurements ( 5.1 ) — ( 17.6 ) 8.5 Balance at end of period $ 29.0 $ 49.7 $ 29.0 $ 49.7 Nonrecurring Measurements We have certain assets and liabilities that are not measured at fair value on an ongoing basis but were subjected to fair value adjustments at the time of acquisition. These include long-lived assets and liabilities acquired through our business combination activities, the fair values of which were determined using applicable valuation models based on significant unobservable inputs classified as level 3 in the fair value hierarchy. See Note 2 for additional information. Financial Instruments The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, certain investments, accounts payable, accrued expenses and long-term debt. The carrying amounts of our financial instruments other than long-term debt approximate fair value because of the short-term nature of the items. The carrying amounts of our term loan facility and ABL credit facility approximate fair value due to the variable interest rate. The fair value of our fixed rate debt, which includes the Monarch note, the REV note and the Equify note was as follows: September 30, December 31, Carrying amount of fixed rate debt $ 97.2 $ 142.7 Fair value of fixed rate debt $ 99.5 $ 142.5 |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | NOTE 16. BUSINESS SEGMENTS We manage our business segments primarily on the type of product or services provided. We have three reportable segments which we operate within the United States of America: stimulation services, proppant production and manufacturing. Amounts in the other category reflect our business activities that are not separately reportable, which primarily includes Flotek for the periods presented. We evaluate the performance of our segments based on Adjusted EBITDA. We define Adjusted EBITDA as our net income (loss) before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) (loss) gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as reorganization costs and other costs related to our initial public offering, certain credit losses, gain (loss) on extinguishment of debt, unrealized gain (loss) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, and severance charges. Summarized financial information for our reportable segments is as follows: Stimulation Services Proppant Production Manufacturing Other Eliminations Total Three months ended September 30, 2023: Revenue External customers $ 485.4 $ 69.5 $ 1.5 $ 17.8 $ — $ 574.2 Intercompany 4.1 28.9 42.3 30.8 ( 106.1 ) — Total Revenue $ 489.5 $ 98.4 $ 43.8 $ 48.6 $ ( 106.1 ) $ 574.2 Adjusted EBITDA $ 93.3 $ 51.6 $ 1.6 $ 2.8 $ — $ 149.3 Three months ended September 30, 2022: Revenue External customers $ 668.3 $ 10.9 $ 2.3 $ 15.2 $ — $ 696.7 Intercompany 0.3 13.8 46.4 31.7 ( 92.2 ) — Total Revenue $ 668.6 $ 24.7 $ 48.7 $ 46.9 $ ( 92.2 ) $ 696.7 Adjusted EBITDA $ 249.5 $ 9.2 $ 4.5 $ ( 11.1 ) $ — $ 252.1 Nine months ended September 30, 2023: Revenue External customers $ 1,879.8 $ 200.7 $ 13.2 $ 47.2 $ — $ 2,140.9 Intercompany 8.1 89.7 128.8 102.3 ( 328.9 ) — Total Revenue $ 1,887.9 $ 290.4 $ 142.0 $ 149.5 $ ( 328.9 ) $ 2,140.9 Adjusted EBITDA $ 421.9 $ 150.7 $ 12.7 $ ( 6.4 ) $ — $ 578.9 Nine months ended September 30, 2022: Revenue External customers $ 1,578.9 $ 21.0 $ 10.4 $ 21.2 $ — $ 1,631.5 Intercompany 2.4 33.6 105.2 41.0 ( 182.2 ) — Total Revenue $ 1,581.3 $ 54.6 $ 115.6 $ 62.2 $ ( 182.2 ) $ 1,631.5 Adjusted EBITDA $ 519.3 $ 29.6 $ 17.4 $ ( 18.5 ) $ — $ 547.8 The following table reconciles total Adjusted EBITDA to net income: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Adjusted EBITDA $ 149.3 $ 252.1 $ 578.9 $ 547.8 Interest expense, net ( 40.2 ) ( 16.3 ) ( 116.1 ) ( 39.0 ) Depreciation, depletion and amortization ( 111.5 ) ( 69.1 ) ( 330.7 ) ( 178.1 ) Income tax benefit (expense) 6.7 ( 7.9 ) ( 9.6 ) ( 12.4 ) Gain (loss) on disposal of assets, net 1.3 ( 0.6 ) 0.3 ( 2.6 ) (Loss) gain on extinguishment of debt — ( 0.2 ) 4.1 ( 17.3 ) Acquisition earnout adjustment — — 6.6 — Stock-based compensation ( 2.3 ) ( 2.7 ) ( 7.6 ) ( 4.2 ) Stock-based compensation related to deemed contributions ( 2.1 ) ( 10.2 ) ( 19.7 ) ( 49.1 ) Provision for credit losses, net of recoveries — — ( 0.1 ) — Severance charges ( 1.1 ) — ( 1.1 ) — Acquisition and integration costs ( 2.6 ) ( 5.8 ) ( 20.1 ) ( 22.9 ) Litigation expenses and accruals for legal contingencies ( 10.3 ) — ( 23.5 ) ( 4.0 ) Unrealized (loss) gain on investments, net ( 5.1 ) — ( 24.1 ) 8.5 Net (loss) income $ ( 17.9 ) $ 139.3 $ 37.3 $ 226.7 Segments assets are comprised of the following: September 30, December 31, Total assets: Stimulation Services $ 2,909.3 $ 2,647.9 Proppant Production 1,126.7 477.1 Manufacturing 224.3 140.5 Other 182.5 193.7 Total segment assets 4,442.8 3,459.2 Eliminations ( 1,220.7 ) ( 525.6 ) Total assets $ 3,222.1 $ 2,933.6 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | NOTE 17. RELATED PARTY TRANSACTIONS In the normal course of business, we have entered into transactions with related parties where Mr. Dan Wilks and Mr. Farris Wilks and entities owned by or affiliated with them (collectively, the "Wilks Parties") hold a controlling financial interest. During the three and nine months ended September 30, 2023 and 2022, we had related party transactions with the following related party entities: • Automatize, LLC (“Automatize”) is a logistics broker that facilitates the last-mile delivery of proppants on behalf of its customers. Amounts paid to Automatize include costs passed through to third-party trucking companies and a commission retained by Automatize. These payments are recorded in cost of revenues, exclusive of depreciation and depletion in our unaudited condensed consolidated statements of operations. • Cisco Logistics, LLC (“Cisco Logistics”) is a logistics company that delivers sand and equipment on behalf of its customers. Amounts paid to Cisco Logistics are recorded in cost of revenues, exclusive of depreciation and depletion in our unaudited condensed consolidated statements of operations. • Equify Financial, LLC (“Equify Financial”) is a finance company that provides equipment and other financing to its customers. Amounts paid to Equify Financial are recorded in interest expense in our unaudited condensed consolidated statements of operations. • Wilks Brothers, LLC (“Wilks Brothers”) is a management company which provides administrative support to various businesses within its portfolio. Wilks Brothers and certain entities under its control will at times incur expenses on behalf of us, billing us for these expenses at cost as well as certain management fees. Amounts paid to Wilks Brothers are generally recorded in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations. • Interstate Explorations, LLC (“Interstate”) is an exploration and development company for which we perform pressure pumping services, and from which we have a short-term lease for certain office space. • Flying A Pump Services, LLC (“Flying A”) is an oilfield services company which provides pressure pumping, acid and cementing services, to which we rent and sell equipment and frac fleet components. • MC Estates, LLC, The Shops at Willow Park, and FTSI Industrial, LLC (collectively, the “Related Lessors”) own various industrial parks and office space leased by us. Amounts paid to the Related Lessors are recorded in selling, general and administrative expenses in our unaudited condensed consolidated statements of operations. • Wilks Construction Company, LLC (“Wilks Construction”) is a construction company that has built and made renovations to several buildings for us, including construction of a new sand plant. Amounts paid to Wilks Construction are recorded as capital expenditures. • 3 Twenty-Three, LLC (“3 Twenty-Three”) is a payroll administrator which performs payroll services on behalf of its customers, including us. Amounts paid to 3 Twenty-Three are recorded in cost of revenues, exclusive of depreciation and depletion and selling, general and administrative expenses in our unaudited condensed consolidated statements of operations. • Wilks Earthworks, LLC ("Wilks Earthworks") is an oilfield services company providing mining, wet and dry loading, hauling and other equipment to its customers, including us. • Carbo Ceramics Inc. (“Carbo”) is a provider of ceramic proppant which will at times purchase conventional proppant from us to act as a broker for its customers. Additionally, we will at times purchase manufactured proppant from Carbo for the stimulation services segment. • FHE USA LLC (“FHE”) is a provider of production and well completion equipment used at the wellsite. Amounts paid to FHE are recorded as capital expenditures. The following table summarizes revenue from related parties: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Flying A $ 30.6 $ 1.3 $ 34.8 $ 3.2 Carbo — — 0.7 0.8 Total $ 30.6 $ 1.3 $ 35.5 $ 4.0 The following table summarizes expenditures with related parties: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Automatize $ 28.0 $ 22.4 $ 117.8 $ 72.3 FHE 2.0 4.0 3.0 11.3 Wilks Brothers 2.1 5.5 14.3 14.3 Related Lessors 3.3 1.9 10.2 6.5 Wilks Construction — 9.3 6.8 22.7 Wilks Earthworks 1.7 — 6.5 — Equify Financial 2.2 — 6.6 1.0 3 Twenty-Three — — 1.3 0.2 Carbo — 0.9 1.0 1.0 Other — — — 0.1 Total $ 39.3 $ 44.0 $ 167.5 $ 129.4 The following table summarizes accounts receivable–related party: September 30, December 31, Flying A $ 5.6 $ 1.5 Carbo 0.5 0.1 Interstate 0.4 0.3 Other — 0.2 Total accounts receivable — related party $ 6.5 $ 2.1 The following table summarizes accounts payable–related party: September 30, December 31, Automatize $ 10.9 $ 8.8 Wilks Brothers 4.1 7.1 Wilks Construction — 7.9 Wilks Earthworks 0.4 — Related Lessors 0.9 — Equify 0.7 — Carbo 0.5 0.2 Total accounts payable — related party $ 17.5 $ 24.0 On January 11, 2023, our board of directors approved the appointment of Mr. Coy Randle, our then Chief Operating Officer, to our board of directors. Additionally, Mr. Randle entered into a consulting agreement with us, effective as of January 13, 2023, pursuant to which Mr. Randle agreed to provide us with general operational advice for an annual fee of $ 0.2 million. Pursuant to the consulting agreement, we will also pay healthcare insurance premiums on behalf of Mr. Randle and will allow Mr. Randle to use a company vehicle for the duration of the consulting agreement. The consulting agreement has a term of one (1) year and will renew automatically for one (1) additional year unless either party notifies the other in writing at least sixty (60) days prior to the initial one (1) year termination date. In June 2023, we arranged to sell certain surplus equipment and inventory components and to assign certain pre-orders for equipment to Flying A, at prices which we believe to be fair market value, for a total consideration of $ 36.3 million. We received the proceeds from this sale in June 2023. Subsequent to June 30, 2023, Flying A requested changes to the mix of the assets being sold to it by the Company without altering the total consideration, and the Company and Flying A agreed to add to the transaction agreement a most favored nation clause on pricing and a condition to closing that the Company’s Audit Committee approve the final mix of assets to be transferred to Flying A. We delivered $ 28.9 million of these components to Flying A in the three months ended September 30, 2023. We expect to deliver the remaining components to Flying A in the fourth quarter of 2023. We accounted for this transaction as a related party deposit presented as "Other current liabilities - related party" in our unaudited condensed consolidated balance sheet. In September 2023, Robert Willette resigned as our Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary. We entered into a severance agreement with Mr. Willette, pursuant to which, among other things, Mr. Willette received a severance payment of $ 673 thousand and which contains, among other standard provisions, a general release and waiver of claims against the Company by Mr. Willette. A copy of the Willette Severance Agreement is filed as Exhibit 10.1 hereto and is hereby incorporated by reference herein. In September 2023, the Company entered into a purchase agreement with THRC Holdings, LP and FARJO Holdings, LP, pursuant to which the Company issued and sold 50,000 shares of Preferred Stock for gross proceeds of $ 50.0 million. THRC Holdings, LP and FARJO Holdings, LP are Wilks Parties. For more information, see Note 8 to these unaudited condensed consolidated financial statements. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation On May 17, 2022, ProFrac Corp. completed its initial public offering and corporate reorganization and became the managing member of ProFrac Holdings, LLC ("ProFrac LLC"). The unaudited condensed consolidated financial statements presented herein prior to May 17, 2022 consist of the accounts of ProFrac LLC and its subsidiaries (the "Predecessors"). The unaudited condensed consolidated financial statements presented herein subsequent to May 17, 2022 include the accounts of ProFrac Corp. and those of its subsidiaries that are wholly-owned, controlled by it or a variable interest entity ("VIE") where it is the primary beneficiary. In these notes to the unaudited condensed consolidated financial statements, ProFrac Corp. and ProFrac LLC together are referred to as "we," "our" or "us." These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair statement of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in Item 8 "Financial Statements and Supplementary Data" of our Annual Report. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash, cash equivalents, and restricted cash are recorded in our unaudited condensed consolidated balance sheet as follows: September 30, December 31, Cash and cash equivalents $ 25.1 $ 35.1 Restricted cash included in prepaid expenses and other current assets 0.7 2.8 Total cash, cash equivalents, and restricted cash $ 25.8 $ 37.9 |
Concentrations of Risk | Concentrations of Risk Our business activities are concentrated in the well completion services segment of the oilfield services industry in the United States. The market for these services is cyclical, and we depend on the willingness of our customers to make operating and capital expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of our customers to undertake these activities depends largely upon prevailing industry conditions that are predominantly influenced by current and expected prices for oil and natural gas. Historically, a low commodity-price environment has caused our customers to significantly reduce their hydraulic fracturing activities and the prices they are willing to pay for those services. During these periods, these customer actions materially adversely affected our business, financial condition and results of operations. |
New Accounting Standards to be Adopted | New Accounting Standards to be Adopted In March 2023, the Financial Accounting Standards Board issued an accounting pronouncement (ASU 2023-01) related to accounting for leases between entities under common control. The amendments in this update clarify the accounting for leasehold improvements associated with common control leases. This update is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We do not expect the update to have a material effect on our consolidated financial statements. |
Description of Business and B_3
Description of Business and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash, Cash Equivalents, and Restricted Cash | Cash, cash equivalents, and restricted cash are recorded in our unaudited condensed consolidated balance sheet as follows: September 30, December 31, Cash and cash equivalents $ 25.1 $ 35.1 Restricted cash included in prepaid expenses and other current assets 0.7 2.8 Total cash, cash equivalents, and restricted cash $ 25.8 $ 37.9 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Summary of Unaudited Pro Forma Results of Operations | These unaudited pro forma amounts are not necessarily indicative of results that would have actually been obtained during the periods presented or that may be obtained in the future. Three Months Ended Nine Months Ended (unaudited) 2023 2022 2023 2022 Revenues $ 574.2 $ 894.6 $ 2,171.6 $ 2,230.0 Net income (loss) $ ( 17.9 ) $ 129.1 $ 44.7 $ 139.6 |
Summary of Preliminary Allocation of Total Purchase Consideration | The following table represents our preliminary allocation of total purchase consideration of Producers and Performance Proppants to the identifiable assets acquired and liabilities assumed based on the fair values on their acquisition dates: Producers Performance Proppants Cash and cash equivalents $ 0.3 $ 2.0 Accounts receivable 7.5 14.8 Prepaid expenses and other assets 1.1 0.6 Inventories 2.8 7.5 Property, plant and equipment 29.5 476.9 Intangible assets — 5.6 Total identifiable assets acquired 41.2 507.4 Accounts payable 10.9 16.7 Accrued expenses 0.7 2.8 Current portion of long-term debt 0.2 2.1 Other current liabilities — 49.6 Non-current portion of debt 0.1 0.6 Other non-current liabilities — 42.3 Total liabilities assumed 11.9 114.1 Goodwill 7.2 69.2 Total purchase consideration $ 36.5 $ 462.5 |
Summary of Changes in Carrying Amount of Goodwill by Reportable Segment | The changes in the carrying amount of goodwill by reportable segment were as follows: Stimulation Proppant Manufacturing Other Total Balances as of December 31, 2022 $ 153.3 $ 5.5 $ - $ 81.7 $ 240.5 Acquisition of Producers 7.2 - - - 7.2 Acquisition of Performance - 75.7 - - 75.7 Measurement period adjustments 4.7 ( 4.9 ) - - ( 0.2 ) Balances as of September 30, 2023 $ 165.2 $ 76.3 $ - $ 81.7 $ 323.2 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventory is comprised of the following: September 30, December 31, Raw materials and supplies $ 88.6 $ 78.7 Work in process 18.1 9.7 Finished products and parts 165.2 161.1 Total $ 271.9 $ 249.5 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Comprised of Property Plant and Equipment Net | Property, plant and equipment, net is comprised of the following: September 30, December 31, Machinery and equipment $ 2,098.0 $ 1,671.7 Mining property and mine development 420.3 172.1 Buildings and leasehold improvements 109.7 62.0 Land 56.8 44.3 Office equipment, software and other 11.9 7.3 Construction in progress 161.8 156.1 Total 2,858.5 2,113.5 Less: accumulated depreciation, depletion and amortization ( 1,013.1 ) ( 717.1 ) Property, plant, and equipment, net $ 1,845.4 $ 1,396.4 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | Accrued expenses are comprised of the following: September 30, December 31, Employee compensation and benefits $ 26.1 $ 41.0 Sales, use, and property taxes 22.2 20.1 Insurance 8.2 7.4 Interest 21.6 17.5 Income taxes 4.6 0.7 Tax receivable agreement 3.3 3.3 Other 27.0 25.4 Total accrued expenses $ 113.0 $ 115.4 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | Long-term debt is comprised of the following: September 30, December 31, Third party: Term loan $ 808.4 $ 519.2 ABL credit facility 135.5 234.3 Monarch note 65.6 87.5 First Financial loan 5.3 16.6 Flotek convertible notes — 12.7 Other 33.9 26.3 Related party: REV Note 12.2 39.0 Equify notes 20.0 23.8 Total principal amount 1,080.9 959.4 Less: unamortized debt discounts, premiums, and issuance costs ( 23.8 ) ( 34.0 ) Less: current portion of long-term debt ( 122.8 ) ( 127.6 ) Total long-term debt $ 934.3 $ 797.8 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Temporary Equity Disclosure [Abstract] | |
Schedule of Redeemable Noncontrolling Interest | Activity related to the redeemable noncontrolling interest is as follows: Balance as of December 31, 2022 $ 2,462.9 Class A shares issued in acquisitions 9.5 Net income 42.0 Stock-based compensation 1.9 Stock-based compensation related to deemed contribution 6.7 Foreign currency translation adjustments 0.1 Adjustment of redeemable noncontrolling interest to redemption amount (1) ( 1,268.2 ) Balance as of March 31, 2023 1,254.9 Net loss ( 0.2 ) Stock-based compensation 0.1 Stock-based compensation related to deemed contribution 0.6 Foreign currency translation adjustments — Adjustment of redeemable noncontrolling interest to redemption amount (2) 57.9 Conversion of Class B common stock to Class A common stock ( 1,313.3 ) Balance as of June 30, 2023 and September 30, 2023 $ — (1) Based on 104.2 million shares of Class B common stock outstanding and the 10-day VWAP of Class A common stock of $ 12.04 at March 31, 2023. (2) Based on 104.2 million shares of Class B common stock outstanding and the 10-day VWAP of Class A common stock of $ 12.60 at April 7, 2023. |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Expense, Net | Other operating expense, net is comprised of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 (Gain) loss on disposal of assets $ ( 1.3 ) $ 0.6 $ ( 0.3 ) $ 2.6 Litigation expenses and accruals for legal contingencies 10.3 — 23.5 4.0 Severance charges 1.1 — 1.1 — Acquisition earnout adjustment — — ( 6.6 ) — Provision for credit losses, net of recoveries — — 0.1 — Total $ 10.1 $ 0.6 $ 17.8 $ 6.6 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings per Share | The calculation of earnings per share ("EPS") for our Class A common stock is as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net (loss) income attributable to ProFrac Holding Corp. $ ( 24.5 ) $ 44.0 $ ( 5.4 ) $ 50.6 Adjust Series A preferred stock to its maximum redemption value ( 8.6 ) — ( 8.6 ) — Net (loss) income used for basic earning per Class A common share ( 33.1 ) 44.0 ( 14.0 ) 50.6 Net loss reallocated to dilutive Class A common shares — — — — Net (loss) income used for diluted earnings per Class A common share $ ( 33.1 ) $ 44.0 $ ( 14.0 ) $ 50.6 Denominator: Weighted average Class A common shares 159.4 41.2 121.3 40.8 Dilutive potential of employee restricted stock units — 0.1 — 0.1 Weighted average Class A common shares — diluted 159.4 41.3 121.3 40.9 Basic and diluted (loss) earnings per Class A common share $ ( 0.21 ) $ 1.07 $ ( 0.12 ) $ 1.24 The dilutive potential of employee restricted stock units was calculated using the treasury stock method. At September 30, 2023, there were 0.2 million common stock equivalents related to employee restricted stock units that were not included in diluted earnings per share because the effect of their inclusion would be antidilutive. The dilutive potential of our Preferred Stock is calculated using the if-converted method. At September 30, 2023, there were 2.5 million common stock equivalents related to Preferred Stock that were not included in diluted earnings per share because the effect of their inclusion would be antidilutive. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities measured at fair value on a recurring basis consist of the following: Fair Value Measurements Using Level 1 Level 2 Level 3 As of September 30, 2023: Assets — Investment in BPC $ — $ — $ 37.8 Liabilities: Earnout payment $ — $ — $ 0.0 Munger make-whole provision — — 8.8 Warrants 0.1 — — Total $ 0.1 $ — $ 8.8 As of December 31, 2022: Assets — Investment in BPC $ — $ — $ 53.6 Liabilities: Earnout payment $ — $ — $ 6.6 Munger make-whole provision — — 0.4 Warrants 1.1 — — Total $ 1.1 $ — $ 7.0 |
Reconciliation of Recurring Level 3 Fair Value Measurements | The following is a reconciliation of our recurring Level 3 fair value measurements: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Balance at beginning of period $ 34.1 $ 49.7 $ 46.6 $ — Acquisition of Flotek convertible notes — — — 20.0 Acquisition of investment in BPC — — — 47.2 Transfer of Investment in BPC to Level 3 fair value measurement — — — 4.2 Elimination of Flotek convertible notes at acquisition date — — — ( 30.2 ) Change in fair value of Level 3 fair value measurements ( 5.1 ) — ( 17.6 ) 8.5 Balance at end of period $ 29.0 $ 49.7 $ 29.0 $ 49.7 |
Summary of Carrying Amounts and Fair Value of Financial Instruments | The carrying amounts of our term loan facility and ABL credit facility approximate fair value due to the variable interest rate. The fair value of our fixed rate debt, which includes the Monarch note, the REV note and the Equify note was as follows: September 30, December 31, Carrying amount of fixed rate debt $ 97.2 $ 142.7 Fair value of fixed rate debt $ 99.5 $ 142.5 |
Business Segments (Table)
Business Segments (Table) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Reportable Segments | Summarized financial information for our reportable segments is as follows: Stimulation Services Proppant Production Manufacturing Other Eliminations Total Three months ended September 30, 2023: Revenue External customers $ 485.4 $ 69.5 $ 1.5 $ 17.8 $ — $ 574.2 Intercompany 4.1 28.9 42.3 30.8 ( 106.1 ) — Total Revenue $ 489.5 $ 98.4 $ 43.8 $ 48.6 $ ( 106.1 ) $ 574.2 Adjusted EBITDA $ 93.3 $ 51.6 $ 1.6 $ 2.8 $ — $ 149.3 Three months ended September 30, 2022: Revenue External customers $ 668.3 $ 10.9 $ 2.3 $ 15.2 $ — $ 696.7 Intercompany 0.3 13.8 46.4 31.7 ( 92.2 ) — Total Revenue $ 668.6 $ 24.7 $ 48.7 $ 46.9 $ ( 92.2 ) $ 696.7 Adjusted EBITDA $ 249.5 $ 9.2 $ 4.5 $ ( 11.1 ) $ — $ 252.1 Nine months ended September 30, 2023: Revenue External customers $ 1,879.8 $ 200.7 $ 13.2 $ 47.2 $ — $ 2,140.9 Intercompany 8.1 89.7 128.8 102.3 ( 328.9 ) — Total Revenue $ 1,887.9 $ 290.4 $ 142.0 $ 149.5 $ ( 328.9 ) $ 2,140.9 Adjusted EBITDA $ 421.9 $ 150.7 $ 12.7 $ ( 6.4 ) $ — $ 578.9 Nine months ended September 30, 2022: Revenue External customers $ 1,578.9 $ 21.0 $ 10.4 $ 21.2 $ — $ 1,631.5 Intercompany 2.4 33.6 105.2 41.0 ( 182.2 ) — Total Revenue $ 1,581.3 $ 54.6 $ 115.6 $ 62.2 $ ( 182.2 ) $ 1,631.5 Adjusted EBITDA $ 519.3 $ 29.6 $ 17.4 $ ( 18.5 ) $ — $ 547.8 The following table reconciles total Adjusted EBITDA to net income: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Adjusted EBITDA $ 149.3 $ 252.1 $ 578.9 $ 547.8 Interest expense, net ( 40.2 ) ( 16.3 ) ( 116.1 ) ( 39.0 ) Depreciation, depletion and amortization ( 111.5 ) ( 69.1 ) ( 330.7 ) ( 178.1 ) Income tax benefit (expense) 6.7 ( 7.9 ) ( 9.6 ) ( 12.4 ) Gain (loss) on disposal of assets, net 1.3 ( 0.6 ) 0.3 ( 2.6 ) (Loss) gain on extinguishment of debt — ( 0.2 ) 4.1 ( 17.3 ) Acquisition earnout adjustment — — 6.6 — Stock-based compensation ( 2.3 ) ( 2.7 ) ( 7.6 ) ( 4.2 ) Stock-based compensation related to deemed contributions ( 2.1 ) ( 10.2 ) ( 19.7 ) ( 49.1 ) Provision for credit losses, net of recoveries — — ( 0.1 ) — Severance charges ( 1.1 ) — ( 1.1 ) — Acquisition and integration costs ( 2.6 ) ( 5.8 ) ( 20.1 ) ( 22.9 ) Litigation expenses and accruals for legal contingencies ( 10.3 ) — ( 23.5 ) ( 4.0 ) Unrealized (loss) gain on investments, net ( 5.1 ) — ( 24.1 ) 8.5 Net (loss) income $ ( 17.9 ) $ 139.3 $ 37.3 $ 226.7 Segments assets are comprised of the following: September 30, December 31, Total assets: Stimulation Services $ 2,909.3 $ 2,647.9 Proppant Production 1,126.7 477.1 Manufacturing 224.3 140.5 Other 182.5 193.7 Total segment assets 4,442.8 3,459.2 Eliminations ( 1,220.7 ) ( 525.6 ) Total assets $ 3,222.1 $ 2,933.6 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The following table summarizes revenue from related parties: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Flying A $ 30.6 $ 1.3 $ 34.8 $ 3.2 Carbo — — 0.7 0.8 Total $ 30.6 $ 1.3 $ 35.5 $ 4.0 The following table summarizes expenditures with related parties: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Automatize $ 28.0 $ 22.4 $ 117.8 $ 72.3 FHE 2.0 4.0 3.0 11.3 Wilks Brothers 2.1 5.5 14.3 14.3 Related Lessors 3.3 1.9 10.2 6.5 Wilks Construction — 9.3 6.8 22.7 Wilks Earthworks 1.7 — 6.5 — Equify Financial 2.2 — 6.6 1.0 3 Twenty-Three — — 1.3 0.2 Carbo — 0.9 1.0 1.0 Other — — — 0.1 Total $ 39.3 $ 44.0 $ 167.5 $ 129.4 The following table summarizes accounts receivable–related party: September 30, December 31, Flying A $ 5.6 $ 1.5 Carbo 0.5 0.1 Interstate 0.4 0.3 Other — 0.2 Total accounts receivable — related party $ 6.5 $ 2.1 The following table summarizes accounts payable–related party: September 30, December 31, Automatize $ 10.9 $ 8.8 Wilks Brothers 4.1 7.1 Wilks Construction — 7.9 Wilks Earthworks 0.4 — Related Lessors 0.9 — Equify 0.7 — Carbo 0.5 0.2 Total accounts payable — related party $ 17.5 $ 24.0 |
Description of Business and B_4
Description of Business and Basis of Presentation - Schedule of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 25.1 | $ 35.1 | ||
Restricted cash included in prepaid expenses and other current assets | 0.7 | 2.8 | ||
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ 25.8 | $ 37.9 | $ 66.7 | $ 5.4 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 24, 2023 | Jan. 13, 2023 | Jan. 03, 2023 | May 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||||||
Revenues | $ 574,200 | $ 696,700 | $ 2,140,900 | $ 1,631,500 | ||||||||
Pretax earnings | (24,600) | 147,200 | 46,900 | 239,100 | ||||||||
Goodwill | 323,200 | 323,200 | $ 240,500 | |||||||||
Severance costs | 1,100 | 1,100 | ||||||||||
Noncash income | (4,900) | $ (1,000) | (22,000) | $ 8,200 | ||||||||
Preferred stock aggregate consideration | ||||||||||||
Noncontrolling interests | 54,200 | 54,200 | 72,200 | |||||||||
Property, plant and equipment | 1,845,400 | 1,845,400 | 1,396,400 | |||||||||
Fair value of fixed rate debt | $ 99,500 | 99,500 | $ 142,500 | |||||||||
Rights agreement amount | $ 673 | |||||||||||
Common Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Common stock, shares authorized | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Pro Frac L L C | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of equity interest | 50.80% | 50.80% | ||||||||||
Common Stock | Common Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of shares, Shares | 600,000 | |||||||||||
Common Stock | IPO | Common Class A | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of shares, Shares | 18,200,000 | |||||||||||
THRC Holdings | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Issuance of shares, Shares | 50,000 | |||||||||||
Producers Service Holdings LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 1,400 | |||||||||||
Purchase consideration | 36,500 | |||||||||||
Equity interest | 12,900 | |||||||||||
Shares issued, price per share | $ 21.4 | |||||||||||
Working capital adjustments | $ 8,300 | |||||||||||
Pre-existing investment | $ 13,900 | |||||||||||
Property, plant and equipment | 29,500 | |||||||||||
Goodwill | $ 7,200 | |||||||||||
Percentage of outstanding shares of common stock | 100% | |||||||||||
Performance Proppants LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 452,100 | |||||||||||
Purchase consideration | 462,500 | |||||||||||
Equity interest | $ 6,200 | |||||||||||
Shares issued, price per share | $ 19.67 | |||||||||||
Settlement of pre-existing receivable | $ 4,200 | |||||||||||
Revenues | $ 59,300 | $ 142,200 | ||||||||||
Pretax earnings | $ 25,500 | 60,900 | ||||||||||
Property, plant and equipment | 476,900 | |||||||||||
Goodwill | $ 69,200 | |||||||||||
Percentage of outstanding shares of common stock | 100% | |||||||||||
Performance Proppants LLC | Valuation, Income Approach | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Property, plant and equipment | $ 248,300 | |||||||||||
REV Energy Holdings LLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Working capital adjustments | $ 5,300 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 574.2 | $ 894.6 | $ 2,171.6 | $ 2,230 |
Net income (loss) | $ (17.9) | $ 129.1 | $ 44.7 | $ 139.6 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Total Purchase Consideration (Details) - USD ($) $ in Millions | Feb. 24, 2023 | Jan. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Liabilities assumed: | ||||
Goodwill | $ 323.2 | $ 240.5 | ||
Producers | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 0.3 | |||
Accounts receivable | 7.5 | |||
Prepaid expenses and other assets | 1.1 | |||
Inventories | 2.8 | |||
Property, plant and equipment | 29.5 | |||
Total assets acquired | 41.2 | |||
Liabilities assumed: | ||||
Accounts payable | 10.9 | |||
Accrued expenses | 0.7 | |||
Current portion of long-term debt | 0.2 | |||
Non-current portion of debt | 0.1 | |||
Total liabilities assumed | 11.9 | |||
Goodwill | 7.2 | |||
Total purchase consideration | $ 36.5 | |||
Performance Proppants | ||||
Assets acquired: | ||||
Cash and cash equivalents | $ 2 | |||
Accounts receivable | 14.8 | |||
Prepaid expenses and other assets | 0.6 | |||
Inventories | 7.5 | |||
Property, plant and equipment | 476.9 | |||
Intangible assets | 5.6 | |||
Total assets acquired | 507.4 | |||
Liabilities assumed: | ||||
Accounts payable | 16.7 | |||
Accrued expenses | 2.8 | |||
Current portion of long-term debt | 2.1 | |||
Other current liabilities | 49.6 | |||
Non-current portion of debt | 0.6 | |||
Other non-current liabilities | 42.3 | |||
Total liabilities assumed | 114.1 | |||
Goodwill | 69.2 | |||
Total purchase consideration | $ 462.5 |
Acquisitions - Summary of Chang
Acquisitions - Summary of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | $ 240.5 |
Measurement period adjustments | (0.2) |
Balances at September 30, 2023 | 323.2 |
Stimulation Services | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 153.3 |
Measurement period adjustments | 4.7 |
Balances at September 30, 2023 | 165.2 |
Proppant Production | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 5.5 |
Measurement period adjustments | (4.9) |
Balances at September 30, 2023 | 76.3 |
Other | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 81.7 |
Balances at September 30, 2023 | 81.7 |
Producers | |
Goodwill [Line Items] | |
Acquisition | 7.2 |
Producers | Stimulation Services | |
Goodwill [Line Items] | |
Acquisition | 7.2 |
Performance Proppants | |
Goodwill [Line Items] | |
Acquisition | 75.7 |
Performance Proppants | Proppant Production | |
Goodwill [Line Items] | |
Acquisition | $ 75.7 |
Inventories - Summary of Invent
Inventories - Summary of Inventory (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 88.6 | $ 78.7 |
Work in process | 18.1 | 9.7 |
Finished products and parts | 165.2 | 161.1 |
Total | $ 271.9 | $ 249.5 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Comprised of Property Plant and Equipment Net (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | $ 2,858.5 | $ 2,113.5 |
Less: accumulated depreciation, depletion and amortization | (1,013.1) | (717.1) |
Property, plant, and equipment, net | 1,845.4 | 1,396.4 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | 2,098 | 1,671.7 |
Mining Property and Mine Development | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | 420.3 | 172.1 |
Buildings and Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | 109.7 | 62 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | 56.8 | 44.3 |
Office Equipment Software and Other | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | 11.9 | 7.3 |
Construction-in-Progress | ||
Property Plant And Equipment [Line Items] | ||
Property plant and equipment, Gross | $ 161.8 | $ 156.1 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Employee compensation and benefits | $ 26.1 | $ 41 |
Sales, use, and property taxes | 22.2 | 20.1 |
Insurance | 8.2 | 7.4 |
Interest | 21.6 | 17.5 |
Income taxes | 4.6 | 0.7 |
Tax receivable agreement | 3.3 | 3.3 |
Other | 27 | 25.4 |
Total accrued expenses | $ 113 | $ 115.4 |
Long-term Debt - Components of
Long-term Debt - Components of Long-term Debt (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amount | $ 1,080.9 | $ 959.4 |
Less: unamortized debt discounts, premiums, and issuance costs | (23.8) | (34) |
Less: current portion of long-term debt | (122.8) | (127.6) |
Total long-term debt | 934.3 | 797.8 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total principal amount | 808.4 | 519.2 |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Total principal amount | 135.5 | 234.3 |
Monarch Note | ||
Debt Instrument [Line Items] | ||
Total principal amount | 65.6 | 87.5 |
First Financial Loan | ||
Debt Instrument [Line Items] | ||
Total principal amount | 5.3 | 16.6 |
Flotek Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | 12.7 | |
Other | ||
Debt Instrument [Line Items] | ||
Total principal amount | 33.9 | 26.3 |
REV Note | ||
Debt Instrument [Line Items] | ||
Total principal amount | 12.2 | 39 |
Equify Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 20 | $ 23.8 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Feb. 28, 2023 | |
Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Repayment of term loan | $ 30.7 | |
Term Loan Facility | Performance Proppants | ||
Debt Instrument [Line Items] | ||
Actual borrowings | $ 320 | |
ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | 260.3 | 400 |
Principal amount borrowed | 135.5 | |
Letters of credit outstanding amount | 8.8 | |
Remaining credit facility | 116 | |
Monarch Note | ||
Debt Instrument [Line Items] | ||
Debt instruments, principal payments | 21.9 | |
First Financial Loan | ||
Debt Instrument [Line Items] | ||
Debt instruments, principal payments | 11.3 | |
Flotek Convertible Notes | ||
Debt Instrument [Line Items] | ||
Convertible notes payable | $ 12.7 | |
REV Note | ||
Debt Instrument [Line Items] | ||
Debt instruments, principal payments | 21.5 | |
Working capital adjustments | 5.3 | |
Equify Note | ||
Debt Instrument [Line Items] | ||
Debt instruments, principal payments | $ 3.8 | |
Minimum | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, excess cash flow repayment percentage | 25% | |
Maximum | Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Debt instrument, excess cash flow repayment percentage | 50% |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2023 USD ($) Entity $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||
Preferred shares, issued | shares | 0 | 0 | |
Preferred shares, par value | $ 0.01 | $ 0.01 | |
Number of entities | Entity | 2 | ||
Preferred stock aggregate consideration | $ | |||
Payments of preferred stock issuance costs | $ | $ 27.4 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred shares, issued | shares | 50,000 | ||
Preferred shares, par value | $ 0.01 | ||
Preferred stock aggregate consideration | $ | $ 50 | ||
Net proceeds from issuance of preferred stock | $ | 48.9 | ||
Payments of preferred stock issuance costs | $ | $ 1.1 | ||
Preferred stock, liquidation preference for each share | $ 1,000 | ||
Percentage of paid-in-kind dividends at rate per share equal to annual rate | 8% | ||
Preferred stock convertible conversion price | $ 20 | ||
Preferred stock, redemption price per share | $ 1.15 | ||
Preferred stock, redemption amount | $ | $ 57.5 | ||
Preferred stock, convertible conversion terms | If the Company elects to convert the Preferred Stock into common shares, it will do so at a conversion rate equal to the greater of:•The Liquidation Preference divided by $10.95, orThe Liquidation Preference divided by the 30-day volume-weighted average price (“VWAP”) of our common stock at the public announcement of the change of control transaction. | ||
Preferred stock, redemption terms | If the Company elects to redeem the Preferred Stock for cash, it will pay out the greater of (1) the Liquidation Preference as of the date of such payment or (2) the amount such holder would receive in the change of control transaction if such share of Preferred Stock had been converted into a number of shares of common stock equal to the greater of: •The Liquidation Preference divided by $20.00 (which is subject to adjustment upon the occurrence of specified events set forth under the terms of the Preferred Stock), and •The Liquidation Preference divided by the 30-day VWAP of our common stock at the change of control date. | ||
Preferred stock, liquidation preference conversion price | $ 10.95 | ||
Preferred stock, liquidation preference redemption price | $ 20 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest - Additional Information (Details) - shares | 1 Months Ended | ||||
Apr. 11, 2023 | Apr. 10, 2023 | Apr. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Stock redeemed during period, shares | 104,200,000 | ||||
Common Class A | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Stock redeemed during period with common stock | 3,100,000 | 101,100,000 | |||
Common stock, shares, outstanding | 0 | 159,400,000 | 53,900,000 |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest - Schedule of Redeemable Noncontrolling Interest (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Beginning balance | $ 1,326.1 | $ 200.8 | $ (1,112.2) | $ (1,323.4) | $ 242.2 | $ 148.1 | $ 200.8 | $ (1,112.2) | $ 148.1 |
Class A shares issued in acquisition | 72.9 | ||||||||
Net income (loss) | (17.9) | 139.3 | 20 | 37.3 | 226.7 | ||||
Stock-based compensation | 2.3 | 2.3 | 1 | 1.3 | 0.8 | ||||
Stock-based compensation related to deemed contribution | 2.1 | 6.8 | 3.5 | 3 | 11.3 | ||||
Foreign currency translation adjustments | 0.2 | 0.2 | (0.1) | (0.1) | 0.1 | ||||
Adjustment of redeemable noncontrolling interest to redemption amount | (1,268.2) | 490.6 | 159.4 | ||||||
Conversion of Class B common stock to Class A common stock | 0.3 | 74.7 | |||||||
Ending balance | $ 1,304.3 | 1,326.1 | 200.8 | $ (796.1) | $ (1,323.4) | $ 242.2 | 1,304.3 | 1,304.3 | $ (796.1) |
Redeemable Noncontrolling Interests | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Beginning balance | 1,254.9 | 2,462.9 | 1,254.9 | $ 2,462.9 | |||||
Class A shares issued in acquisition | 9.5 | ||||||||
Net income (loss) | (0.2) | 42 | (0.2) | ||||||
Stock-based compensation | 0.1 | 1.9 | 0.1 | ||||||
Stock-based compensation related to deemed contribution | 0.6 | 6.7 | 0.6 | ||||||
Foreign currency translation adjustments | 0.1 | ||||||||
Adjustment of redeemable noncontrolling interest to redemption amount | 57.9 | (1,268.2) | 57.9 | ||||||
Conversion of Class B common stock to Class A common stock | $ (1,313.3) | $ (1,313.3) | |||||||
Ending balance | $ 1,254.9 |
Redeemable Noncontrolling Int_5
Redeemable Noncontrolling Interest - Schedule of Redeemable Noncontrolling Interest (Parenthetical) (Details) - $ / shares | 3 Months Ended | ||||
Apr. 07, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Apr. 30, 2023 | Dec. 31, 2022 | |
Common Class B | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common stock, shares, outstanding | 104,200,000 | 104,200,000 | 0 | 104,200,000 | |
Common Class A | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common stock, shares, outstanding | 159,400,000 | 0 | 53,900,000 | ||
VWAP of common stock | $ 12.6 | $ 12.04 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | |
May 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Variable Interest Entity [Line Items] | |||
Assets | $ 3,222.1 | $ 2,933.6 | |
Liabilities | $ 1,860.3 | 1,582.9 | |
Pro Frac L L C [Member] | |||
Variable Interest Entity [Line Items] | |||
Percentage of equity interest | 50.80% | ||
Flotek Industries, Inc. | |||
Variable Interest Entity [Line Items] | |||
Notes converted into common stock | 63.5 | ||
Assets | $ 66.1 | 79.2 | |
Liabilities | $ 52.6 | $ 72 | |
Stock issued during period shares stock splits | 4.2 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers - Additional Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Performance obligation | $ 478.8 | $ 478.8 |
Performance Proppants | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 67.6 | 67.6 |
Additional off-market contract liabilities | 85 | |
Amortization to revenue | 16.4 | 41 |
Future estimated revenue from the amortization of off-market contract liabilities, remainder of fiscal year | 16.5 | 16.5 |
Future estimated revenue from the amortization of off-market contract liabilities, year one | 43.5 | 43.5 |
Future estimated revenue from the amortization of off-market contract liabilities, year two | $ 7.6 | $ 7.6 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information 1 (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Amount | $ 478.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 6 months |
Revenue, Remaining Performance Obligation, Amount | $ 137.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 0.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 80.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 43.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Amount | $ 14.5 |
Other Operating Expense, Net -
Other Operating Expense, Net - Schedule of Other Operating Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Component of Operating Other Cost and Expense [Abstract] | ||||
(Gain) loss on disposal of assets | $ (1.3) | $ 0.6 | $ (0.3) | $ 2.6 |
Litigation expenses and accruals for legal contingencies | 10.3 | 23.5 | 4 | |
Severance charges | 1.1 | 1.1 | ||
Acquisition earnout adjustment | (6.6) | |||
Provision for credit losses, net of recoveries | 0.1 | |||
Total | $ 10.1 | $ 0.6 | $ 17.8 | $ 6.6 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure Line Items | ||
Effective income tax rate reconciliation, Percent | 20.50% | 5.20% |
Net deferred tax liability | $ 79.4 | |
Percentage to TRA Holders | 85% | |
Tax receivable agreement liabilities, non current | $ 58.9 | |
Tax receivable agreement liabilities, current | 3.3 | |
Conversion of Class B Common Stock to Class A Common Stock | ||
Income Tax Disclosure Line Items | ||
Net deferred tax liability | $ 74.4 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net Income (Loss) | $ (24.5) | $ 44 | $ (5.4) | $ 50.6 |
Net (loss) income used for basic earning per Class A common share | $ (33.1) | $ 44 | $ (14) | $ 50.6 |
Denominator: | ||||
Weighted average Class A common shares outstanding, basic | 159.4 | 41.2 | 121.3 | 40.8 |
Weighted-average Class A shares used for diluted EPS computation | 159.4 | 41.3 | 121.3 | 40.9 |
Basic (loss) earnings per share - Class A Common Stock | $ (0.21) | $ 1.07 | $ (0.12) | $ 1.24 |
Diluted (loss) earnings per share - Class A Common Stock | $ (0.21) | $ 1.07 | $ (0.12) | $ 1.24 |
Class A Common Stock | ||||
Numerator: | ||||
Net Income (Loss) | $ (24.5) | $ 44 | $ (5.4) | $ 50.6 |
Adjust Series A preferred stock to its maximum redemption value | (8.6) | (8.6) | ||
Net (loss) income used for basic earning per Class A common share | (33.1) | 44 | (14) | 50.6 |
Net (loss) income used for diluted earnings per Class A common share | $ (33.1) | $ 44 | $ (14) | $ 50.6 |
Denominator: | ||||
Weighted average Class A common shares outstanding, basic | 159.4 | 41.2 | 121.3 | 40.8 |
Dilutive potential of employee restricted stock units | 0.1 | 0.1 | ||
Weighted-average Class A shares used for diluted EPS computation | 159.4 | 41.3 | 121.3 | 40.9 |
Basic (loss) earnings per share - Class A Common Stock | $ (0.21) | $ 1.07 | $ (0.12) | $ 1.24 |
Diluted (loss) earnings per share - Class A Common Stock | $ (0.21) | $ 1.07 | $ (0.12) | $ 1.24 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2023 shares | |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Stock equivalents not included in diluted earnings per share | 0.2 |
Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Stock equivalents not included in diluted earnings per share | 2.5 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | $ 0.1 | $ 1.1 |
Level 1 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | 0.1 | 1.1 |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | 8.8 | 7 |
Level 3 | Investment in BPC | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets measured at fair value | 37.8 | 53.6 |
Level 3 | Earnout payment | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | 0 | 6.6 |
Level 3 | Munger make whole provision | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | $ 8.8 | $ 0.4 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of Recurring Level 3 Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value, beginning of period | $ 34.1 | $ 49.7 | $ 46.6 | |
Transfer of Investment in BPC to Level 3 fair value measurement | 0 | 0 | 0 | $ 4.2 |
Change in fair value of Level 3 fair value measurements | (5.1) | 0 | (17.6) | 8.5 |
Fair value, end of period | 29 | 49.7 | 29 | 49.7 |
Flotek Industries, Inc. | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Acquisition | 0 | 0 | 0 | 20 |
Elimination of Flotek convertible notes at acquisition date | (30.2) | |||
Basin Production and Completion LLC | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Acquisition | $ 0 | $ 0 | $ 0 | $ 47.2 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Carrying Amounts and Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Carrying amount of fixed rate debt | $ 97.2 | $ 142.7 |
Fair value of fixed rate debt | $ 99.5 | $ 142.5 |
Business Segments - Summary of
Business Segments - Summary of Financial Information for Reportable Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 574.2 | $ 696.7 | $ 2,140.9 | $ 1,631.5 |
Adjusted EBITDA | 149.3 | 252.1 | 578.9 | 547.8 |
External Customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 574.2 | 696.7 | 2,140.9 | 1,631.5 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (106.1) | (92.2) | (328.9) | (182.2) |
Eliminations | Intercompany | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (106.1) | (92.2) | (328.9) | (182.2) |
Stimulation Services | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 489.5 | 668.6 | 1,887.9 | 1,581.3 |
Adjusted EBITDA | 93.3 | 249.5 | 421.9 | 519.3 |
Stimulation Services | Reportable Segments | External Customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 485.4 | 668.3 | 1,879.8 | 1,578.9 |
Stimulation Services | Reportable Segments | Intercompany | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 4.1 | 0.3 | 8.1 | 2.4 |
Proppant Production | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 98.4 | 24.7 | 290.4 | 54.6 |
Adjusted EBITDA | 51.6 | 9.2 | 150.7 | 29.6 |
Proppant Production | Reportable Segments | External Customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 69.5 | 10.9 | 200.7 | 21 |
Proppant Production | Reportable Segments | Intercompany | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 28.9 | 13.8 | 89.7 | 33.6 |
Manufacturing | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 43.8 | 48.7 | 142 | 115.6 |
Adjusted EBITDA | 1.6 | 4.5 | 12.7 | 17.4 |
Manufacturing | Reportable Segments | External Customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 1.5 | 2.3 | 13.2 | 10.4 |
Manufacturing | Reportable Segments | Intercompany | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 42.3 | 46.4 | 128.8 | 105.2 |
Other | Reportable Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 48.6 | 46.9 | 149.5 | 62.2 |
Adjusted EBITDA | 2.8 | (11.1) | (6.4) | (18.5) |
Other | Reportable Segments | External Customers | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 17.8 | 15.2 | 47.2 | 21.2 |
Other | Reportable Segments | Intercompany | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 30.8 | $ 31.7 | $ 102.3 | $ 41 |
Business Segments - Summary o_2
Business Segments - Summary of Reconciles Total Adjusted EBITDA to Net Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | $ 149.3 | $ 252.1 | $ 578.9 | $ 547.8 | |
Interest expense, net | (40.2) | (16.3) | (116.1) | (39) | |
Depreciation, depletion and amortization | (111.5) | (69.1) | (330.7) | (178.1) | |
Income tax benefit (expense) | 6.7 | (7.9) | (9.6) | (12.4) | |
Gain (loss) on disposal of assets, net | 1.3 | (0.6) | 0.3 | (2.6) | |
(Loss) gain on extinguishment of debt | (0.2) | 4.1 | (17.3) | ||
Acquisition earn-out adjustment | 6.6 | ||||
Stock compensation expense | (2.3) | (2.7) | (7.6) | (4.2) | |
Stock-based compensation related to deemed contributions | (2.1) | (10.2) | (19.7) | (49.1) | |
Provision for credit losses, net of recoveries | (0.1) | ||||
Severance charges | (1.1) | (1.1) | |||
Acquisition and integration costs | (2.6) | (5.8) | (20.1) | (22.9) | |
Litigation expenses and accruals for legal contingencies | (10.3) | (23.5) | (4) | ||
Unrealized (loss) gain on investments, net | (5.1) | (24.1) | 8.5 | ||
Net (loss) income | (17.9) | 139.3 | $ 20 | 37.3 | 226.7 |
Stimulation Services | Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 93.3 | 249.5 | 421.9 | 519.3 | |
Manufacturing | Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 1.6 | 4.5 | 12.7 | 17.4 | |
Proppant Production | Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | 51.6 | 9.2 | 150.7 | 29.6 | |
Other | Reportable Segments | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDA | $ 2.8 | $ (11.1) | $ (6.4) | $ (18.5) |
Business Segments - Summary o_3
Business Segments - Summary of Segments Assets are Comprised (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,222.1 | $ 2,933.6 |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 4,442.8 | 3,459.2 |
Eliminations | ||
Segment Reporting Information [Line Items] | ||
Total assets | (1,220.7) | (525.6) |
Stimulation Services | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,909.3 | 2,647.9 |
Proppant Production | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 1,126.7 | 477.1 |
Manufacturing | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 224.3 | 140.5 |
Other | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 182.5 | $ 193.7 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue from Related Parties (Details) - Related Party - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Revenues | $ 30.6 | $ 1.3 | $ 35.5 | $ 4 |
Flying A | ||||
Related Party Transaction [Line Items] | ||||
Revenues | $ 30.6 | $ 1.3 | 34.8 | 3.2 |
Carbo | ||||
Related Party Transaction [Line Items] | ||||
Revenues | $ 0.7 | $ 0.8 |
Related Party Transactions - _2
Related Party Transactions - Summary of Expenditures with Related Parties (Details) - Related Party - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | $ 39.3 | $ 44 | $ 167.5 | $ 129.4 |
Automatize | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 28 | 22.4 | 117.8 | 72.3 |
FHE | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 2 | 4 | 3 | 11.3 |
Wilks Brothers | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 2.1 | 5.5 | 14.3 | 14.3 |
Related Lessors | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 3.3 | 1.9 | 10.2 | 6.5 |
Wilks Construction | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 9.3 | 6.8 | 22.7 | |
Wilks Earthworks | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 1.7 | 6.5 | ||
Equify Financial | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | $ 2.2 | 6.6 | 1 | |
3 Twenty-Three | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | 1.3 | 0.2 | ||
Carbo | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | $ 0.9 | $ 1 | 1 | |
Other | ||||
Related Party Transaction [Line Items] | ||||
Expenditures with related parties | $ 0.1 |
Related Party Transactions - _3
Related Party Transactions - Summary of Related Party Accounts Receivable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 332.3 | $ 535.5 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 6.5 | 2.1 |
Flying A | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 5.6 | 1.5 |
Carbo | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 0.5 | 0.1 |
Interstate | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 0.4 | 0.3 |
Other | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 0.2 |
Related Party Transactions - _4
Related Party Transactions - Summary of Related Party Accounts Payable (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts payable | $ 341.1 | $ 339.4 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 17.5 | 24 |
Automatize | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 10.9 | 8.8 |
Wilks Brothers | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 4.1 | 7.1 |
Wilks Construction | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 7.9 | |
Wilks Earthworks | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 0.4 | |
Related Lessors | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 0.9 | |
Equify | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 0.7 | |
Carbo | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 0.5 | $ 0.2 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jan. 13, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||
Rights agreement amount | $ 673 | ||
Consulting agreement, description | The consulting agreement has a term of one (1) year and will renew automatically for one (1) additional year unless either party notifies the other in writing at least sixty (60) days prior to the initial one (1) year termination date. | ||
Mr. Coy Randle | |||
Related Party Transaction [Line Items] | |||
Annual fee | $ 200 | ||
THRC Holdings | |||
Related Party Transaction [Line Items] | |||
Issuance of shares, Shares | 50,000 | ||
Proceeds from issuance of Series A preferred stock | $ 50,000 | ||
Flying A | |||
Related Party Transaction [Line Items] | |||
Proceeds from sale of equipment | $ 28,900 | ||
Purchase consideration | $ 36,300 |