Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 07, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-13270 | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 90-0023731 | ||
Entity Address, Street | 5775 N. Sam Houston Parkway W., Suite 400, | ||
Entity Address, City | Houston, | ||
Entity Address, State | TX | ||
Entity Address, Postal Zip Code | 77086 | ||
City Area Code | 713 | ||
Local Phone Number | 849-9911 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | FTK | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 63.1 | ||
Entity Common Stock, Shares Outstanding | 29,662,759 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Company’s definitive proxy statement in connection with the 2024 Annual Meeting of Stockholders to be filed with the Commission pursuant to Regulation 14A are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Entity Registrant Name | FLOTEK INDUSTRIES INC/CN | ||
Entity Central Index Key | 0000928054 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Location | Houston, Texas | ||
Auditor Name | KPMG LLP |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 185 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 5,851 | $ 12,290 |
Restricted cash | 102 | 100 |
Inventories, net | 12,838 | 15,720 |
Other current assets | 3,564 | 3,032 |
Current contract assets | 5,836 | 7,113 |
Total current assets | 76,447 | 80,074 |
Long-term contract assets | 68,820 | 72,576 |
Property and equipment, net | 5,129 | 4,826 |
Operating lease right-of-use assets | 5,030 | 5,900 |
Deferred tax assets, net | 300 | 404 |
Other long-term assets | 1,787 | 1,030 |
TOTAL ASSETS | 157,513 | 164,810 |
Current liabilities: | ||
Accounts payable | 31,705 | 33,375 |
Accrued liabilities | 5,890 | 8,984 |
Income taxes payable | 45 | 97 |
Interest payable | 0 | 130 |
Current portion of operating lease liabilities | 2,449 | 3,328 |
Current portion of finance lease liabilities | 22 | 36 |
Asset-based loan | 7,492 | 0 |
Current portion of long-term debt | 179 | 2,052 |
Convertible notes payable | 0 | 19,799 |
Contract consideration convertible notes payable | 0 | 83,570 |
Total current liabilities | 47,782 | 151,371 |
Deferred revenue, long-term | 35 | 44 |
Long-term operating lease liabilities | 7,676 | 8,044 |
Long-term finance lease liabilities | 0 | 19 |
Long-term debt | 60 | 2,736 |
TOTAL LIABILITIES | 55,553 | 162,214 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 240,000,000 shares authorized; 30,772,837 shares issued and 29,664,130 shares outstanding at December 31, 2023; 13,985,986 shares issued and 12,964,732 shares outstanding at December 31, 2022 (As adjusted, see Note 13) | 3 | 1 |
Additional paid-in capital (As adjusted, see Note 13) | 463,140 | 388,184 |
Accumulated other comprehensive income | 127 | 181 |
Accumulated deficit | (326,806) | (351,519) |
Treasury stock, at cost; 1,108,707 and 1,021,255 shares at December 31, 2023 and December 31, 2022, respectively (As adjusted, see Note 13) | (34,504) | (34,251) |
Total stockholders’ equity | 101,960 | 2,596 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 157,513 | 164,810 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 13,687 | 19,136 |
Related Party | ||
Current assets: | ||
Accounts receivable | $ 34,569 | $ 22,683 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for credit losses | $ 745 | $ 623 |
Preferred stock, at par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 30,772,837 | 13,985,986 |
Common stock, shares outstanding (in shares) | 29,664,130 | 12,964,732 |
Treasury stock, shares (in shares) | 1,108,707 | 1,021,255 |
Nonrelated Party | ||
Accounts receivable, allowance for credit losses | $ 745 | $ 623 |
Related Party | ||
Accounts receivable, allowance for credit losses | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Total revenues | $ 188,058 | $ 136,092 |
Cost of sales | 163,795 | 142,792 |
Gross profit (loss) | 24,263 | (6,700) |
Operating costs and expenses: | ||
Selling, general, and administrative | 27,873 | 27,124 |
Depreciation | 734 | 734 |
Research and development | 2,486 | 4,438 |
Severance costs | (46) | 0 |
Gain on disposal of property and equipment | (38) | (2,916) |
Gain on lease termination | 0 | (584) |
Gain in fair value of Contract Consideration Convertible Notes Payable | (29,969) | (75) |
Total operating costs and expenses | 1,040 | 28,721 |
Income (loss) from operations | 23,223 | (35,421) |
Other income (expense): | ||
Paycheck protection plan loan forgiveness | 4,522 | 0 |
Interest expense | (2,857) | (7,051) |
Other income, net | (26) | 145 |
Total other income (expense) | 1,639 | (6,906) |
Income (loss) before income taxes | 24,862 | (42,327) |
Income tax (expense) benefit | (149) | 22 |
Net income (loss) | $ 24,713 | $ (42,305) |
Income (loss) per common share (As adjusted, see Notes 13 and 15): | ||
Basic (in dollars per share) | $ 1 | $ (3.41) |
Diluted (in dollars per share) | $ (0.10) | $ (3.41) |
Weighted average common shares (As adjusted see Notes 13 and 15): | ||
Weighted average common shares used in computing basic income (loss) per common share (in shares) | 24,830 | 12,404 |
Weighted average common shares used in computing diluted income (loss) per common share (in shares) | 28,377 | 12,404 |
Nonrelated Party | ||
Revenue: | ||
Total revenues | $ 66,518 | $ 54,344 |
Cost of sales | 64,498 | 56,844 |
Related Party | ||
Revenue: | ||
Total revenues | 121,540 | 81,748 |
Cost of sales | $ 99,297 | $ 85,948 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 24,713 | $ (42,305) |
Other comprehensive income: | ||
Foreign currency translation adjustment | (54) | 100 |
Comprehensive income (loss) | $ 24,659 | $ (42,205) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 24,713 | $ (42,305) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Change in fair value of contingent consideration | (527) | (25) |
Change in fair value of contract consideration convertible notes payable | (29,969) | (75) |
Amortization of convertible note issuance cost | 83 | 1,002 |
Paid-in-kind interest expense | 2,284 | 5,956 |
Amortization of contract assets | 5,033 | 3,371 |
Depreciation | 734 | 734 |
Amortization of asset-based loan origination costs | 121 | 0 |
Provision for credit losses | 138 | 203 |
Provision for excess and obsolete inventory | 959 | 1,734 |
Gain on sale of property and equipment | (38) | (2,916) |
Gain on lease termination | 0 | (584) |
Non-cash lease expense | 3,014 | 226 |
Stock compensation expense | (254) | 3,325 |
Deferred income tax expense (benefit) | 104 | (125) |
Paycheck protection plan loan forgiveness | (4,522) | 0 |
Changes in current assets and liabilities: | ||
Accounts receivable | 5,311 | (7,342) |
Accounts receivable, related party | (11,886) | (21,383) |
Inventories | 1,938 | (7,917) |
Income taxes receivable | 0 | 14 |
Other assets | (836) | (285) |
Contract assets | 0 | (3,600) |
Accounts payable | (1,670) | 25,760 |
Accrued liabilities | (2,575) | (34) |
Operating lease liabilities | (3,391) | (507) |
Income taxes payable | (53) | 93 |
Interest payable | (8) | 48 |
Net cash used in operating activities | (11,297) | (44,632) |
Cash flows from investing activities: | ||
Capital expenditures | (1,081) | (421) |
Proceeds from sale of assets | 67 | 5,752 |
Net cash (used in) provided by investing activities | (1,014) | 5,331 |
Cash flows from financing activities: | ||
Payment for forfeited stock options | (617) | 0 |
Payments on long-term debt | (149) | 0 |
Proceeds from asset-based loan | 68,716 | 0 |
Payments on asset-based loan | (61,224) | 0 |
Payment of asset-based loan origination costs | (574) | 0 |
Proceeds from issuance of convertible notes | 0 | 21,150 |
Payment of issuance costs of convertible notes | 0 | (1,084) |
Proceeds from issuance of warrants | 0 | 19,500 |
Payment of issuance costs of stock warrants | 0 | (1,170) |
Payments to tax authorities for shares withheld from employees | (268) | (224) |
Proceeds from issuance of stock | 77 | 133 |
Payments for finance leases | (33) | (38) |
Net cash provided by financing activities | 5,928 | 38,267 |
Effect of changes in exchange rates on cash and cash equivalents | (54) | 100 |
Net change in cash, cash equivalents and restricted cash | (6,437) | (934) |
Cash and cash equivalents at the beginning of period | 12,290 | 11,534 |
Restricted cash at the beginning of period | 100 | 1,790 |
Cash and cash equivalents and restricted cash at beginning of period | 12,390 | 13,324 |
Cash and cash equivalents at end of period | 5,851 | 12,290 |
Restricted cash at the end of period | 102 | 100 |
Cash, cash equivalents and restricted cash at end of period | $ 5,953 | $ 12,390 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | ProFrac Agreement | Common Stock | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital ProFrac Agreement | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2021 | $ 20,192 | $ 1 | $ (34,100) | $ 363,424 | $ 81 | $ (309,214) | ||
Beginning balance (in shares) at Dec. 31, 2021 | 13,247,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,004,000 | |||||||
Increase (Decrease) in Equity | ||||||||
Net income (loss) | (42,305) | (42,305) | ||||||
Foreign currency translation adjustment | 100 | 100 | ||||||
Stock issued under employee stock purchase plan | 140 | 140 | ||||||
Stock issued under employee stock purchase plan (in shares) | (6,591) | |||||||
Restricted stock granted (in shares) | 255,000 | |||||||
Restricted stock forfeited (in shares) | (1,000) | (5,009) | ||||||
Restricted stock units vested | (31) | (31) | ||||||
Restricted units vested (in shares) | 24,000 | |||||||
Stock compensation expense | 3,325 | 3,325 | ||||||
Shares withheld to cover taxes | (193) | $ (151) | (42) | |||||
Shares withheld to cover taxes (in shares) | 6,000 | 19,133 | ||||||
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable to February 2023 Warrants | 9,930 | 9,930 | ||||||
Equity contribution | 8,400 | 8,400 | ||||||
Conversion of convertible notes payable to common stock | 3,038 | 3,038 | ||||||
Conversion of convertible notes payable to common stock (in shares) | 467,000 | |||||||
Ending balance at Dec. 31, 2022 | $ 2,596 | $ 1 | $ (34,251) | 388,184 | 181 | (351,519) | ||
Ending balance (in shares) at Dec. 31, 2022 | 13,985,986 | 13,986,000 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 1,021,255 | 1,021,000 | ||||||
Increase (Decrease) in Equity | ||||||||
Net income (loss) | $ 24,713 | 24,713 | ||||||
Foreign currency translation adjustment | (54) | (54) | ||||||
Stock issued under employee stock purchase plan | $ 77 | 77 | ||||||
Stock issued under employee stock purchase plan (in shares) | (20,000) | (20,000) | ||||||
Restricted stock granted (in shares) | 146,000 | |||||||
Restricted stock forfeited (in shares) | (66,000) | (7,000) | (66,000) | |||||
Restricted units vested (in shares) | 82,000 | |||||||
Forfeited stock options purchased | $ (617) | (617) | ||||||
Stock compensation expense | (254) | (254) | ||||||
Shares withheld to cover taxes | (268) | $ (253) | (15) | |||||
Shares withheld to cover taxes (in shares) | 3,000 | 42,000 | ||||||
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable to February 2023 Warrants | $ 15,092 | $ 15,092 | ||||||
Conversion of convertible notes payable to February 2023 Warrants | 11,040 | 11,040 | ||||||
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to common stock | 40,638 | $ 1 | 40,637 | |||||
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to common stock (in shares) | 10,583,000 | |||||||
Conversion of convertible notes payable to common stock | 8,997 | $ 1 | 8,996 | |||||
Conversion of convertible notes payable to common stock (in shares) | 1,723,000 | |||||||
Other (in shares) | 35,000 | |||||||
Exercise of February 2023 warrants (in shares) | 4,228,000 | |||||||
Ending balance at Dec. 31, 2023 | $ 101,960 | $ 3 | $ (34,504) | $ 463,140 | $ 127 | $ (326,806) | ||
Ending balance (in shares) at Dec. 31, 2023 | 30,772,837 | 30,773,000 | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 1,108,707 | 1,109,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Organization and Nature of Operations General Flotek Industries, Inc. (“Flotek” or the “Company”) creates unique solutions to reduce the environmental impact of energy on air, water, land and people. A technology-driven, specialty green chemistry and data company, Flotek helps customers across industrial and commercial markets improve their environmental performance. The Company’s Chemistry Technologies (“CT”) segment develops, manufactures, packages, distributes, delivers, and markets green specialty chemicals that aim to enhance the profitability of hydrocarbon producers. The Company’s Data Analytics (“DA”) segment aims to enable users to maximize the value of their hydrocarbon associated processes by providing analytics associated with their hydrocarbon streams in seconds rather than minutes or days. The real-time access to information prevents waste, reduces reprocessing and allows users to pursue automation of their hydrocarbon streams to maximize their profitability. The Company’s two operating segments, CT and DA, are supported by its Research & Innovation advanced laboratory capabilities. For further discussion of our operations and segments, see Note 18, “Business Segment, Geographic and Major Customer Information.” Going Concern The Company currently funds its operations with cash on hand, availability under the ABL (see Note 9, “Debt and Convertible Notes Payable”) and other liquid assets. Although the Company has a history of negative cash flows from operations and losses, the Company recognized $24.3 million and $24.7 million of gross profit and net income, respectively, during the year ended December 31, 2023. While we believe that our cash, liquid assets, and availability under the ABL will provide us with sufficient financial resources to fund operations to meet our capital requirements and anticipated obligations as they become due, uncertainty surrounding the long term stability and strength of the oil and gas markets could have a negative impact on our liquidity. As defined and discussed in Note 9, “Debt and Convertible Notes Payable” and Note 17, “Related Party Transactions”, the ProFrac Agreement contains minimum requirements for chemistry purchases. If the minimum volumes are not achieved within the applicable measurement period, ProFrac Services LLC is required to pay to the Company, as liquidated damages (“Contract Shortfall Fees”), an amount equal to twenty-five percent (25%) of the difference between (i) the aggregate purchase price of the quantity of products comprising the minimum purchase obligation and (ii) the actual purchased volume during the measurement period. The current measurement period for Contract Shortfall Fees is June 1, 2023 through December 31, 2023. The minimum purchase requirements were not met during the current measurement period, and as a result, related party revenues and receivables for the year ended and as of December 31, 2023 include $20.1 million in Contract Shortfall Fees of which $10.0 million has been collected through March 11, 2024. The Company expects to receive the remaining $10.1 million on or before April 8, 2024. For 2024, the measurement period will be January 1, 2024 through December 31, 2024. If the minimum purchase requirements are not met during the year ended December 31, 2024, there will be additional Contract Shortfall Fees due during the first quarter of 2025. Based upon the improvement in our outlook for future cash flows from operations that includes the collection of the Contract Shortfall Fees related to 2023 of $20.1 million, combined with cash on hand and availability under the ABL, the Company believes it has sufficient financial resources to fund operations and meet its capital requirements and anticipated obligations as they become due in the next twelve months. However, the Company cannot guarantee a sufficient level of cash flows in the future. The Company had previously disclosed in the consolidated financial statements as of and for the year ending December 31, 2022, that substantial doubt about the Company’s ability to continue as a going concern existed. As described, the Company has concluded that those conditions and events raising the substantial doubt no longer exist. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The accompanying consolidated financial statements include the accounts of Flotek Industries, Inc. and subsidiaries it controls. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries. Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. Restricted Cash The Company’s restricted cash is $0.1 million and $0.1 million as of December 31, 2023 and 2022, respectively. The Company’s restricted cash as of December 31, 2023 and 2022 consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its credit card program with a financial institution. Accounts Receivable and Allowance for Credit Losses On January 1, 2023, the Company adopted Financial Accounting Standards Board (“FASB”) ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”), which requires the measurement of expected credit losses. The adoption of ASC 326 using a modified retrospective approach did not have a material impact on the consolidated financial statements. ASC 326 requires estimated credit losses to be determined for the expected life of the asset compared to an incurred model which was in effect for periods prior to January 1, 2023. Accounts receivable and accounts receivable, related party, arise from product sales and services and are recorded at the invoiced amount, net of an allowance for credit losses. This value incorporates an allowance for credit losses to reflect any loss anticipated on accounts receivable balances. The Company applies the current expected credit loss (CECL) model, which requires immediate recognition of expected credit losses over the contractual life of receivables and records the appropriate allowance for credit losses as a charge to Operating Cost and Expenses. The allowance for credit losses is based on a combination of the individual customer circumstances, credit conditions, and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. The recovery of accounts receivable previously written off is recorded as a reduction to the allowance for credit losses charged to operating expense. The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political, and civil instability, which can impact the collectability of receivables. Changes in the allowance for credit losses are as follows (in thousands): Years ended December 31, 2023 2022 Balance, beginning of year $ 623 $ 659 Charges to provision for credit losses, net of recoveries 138 203 Write-offs (16) (239) Balance, end of year $ 745 $ 623 As of December 31, 2023 and 2022 the Company has not recorded an allowance for credit losses for the related party accounts receivable, including ProFrac Services, LLC (see Note 17, “Related Party Transactions”). Contract Assets The Company’s contract assets represent consideration issued in the form of convertible notes (Contract Consideration Convertible Notes Payable as discussed in Note 9, “Debt and Convertible Notes Payable”) and other incremental costs related to obtaining the ProFrac Agreement (see Note 17, “Related Party Transactions”) during the year ended December 31, 2022. The contract assets are amortized over the term of the ProFrac Agreement (originally 10 years) based on forecasted revenues as goods are transferred to ProFrac Services, LLC and the amortization is presented as a reduction of the transaction price included in related party revenue in the consolidated statements of operations. The contract assets are tested for recoverability on a recurring basis and the Company will recognize an impairment loss to the extent that the carrying amount of the contract assets exceeds the amount of consideration the Company expects to receive in the future for the transfer of goods under the ProFrac Agreement less the direct costs that relate to providing those goods in the future. Based on our tests of recoverability, we did not identify an impairment of the contract assets during the years ended December 31, 2023 and 2022 . Inventories Inventories consist of raw materials and finished goods and are stated at the lower of cost determined using the weighted-average cost method, or net realizable value. Finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. Write-downs or write-offs of inventory are charged to cost of sales. Property and equipment Property and equipment are stated at cost. Plant and equipment under finance leases are stated at the present value of the lease payments. The Company capitalizes costs associated with the acquisition of major software for internal use. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows: Buildings and leasehold improvements 2-30 years Machinery and equipment 7-10 years Furniture and fixtures 3 years Land improvements 20 years Transportation equipment 2-5 years Computer equipment and software 3-7 years Property and equipment, including ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable, the Company first compares the carrying amount of an asset or asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset. If the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset, the Company will determine the fair value of the asset or asset group. The amount of impairment loss recognized is the excess of the asset or asset group’s carrying amount over its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. There were no impairments of property and equipment, including ROU assets, during the years ended December 31, 2023 and 2022 . Assets to be disposed of are reported as assets held for sale at the lower of the carrying amount or the asset’s fair value less cost to s ell and depreciation is ceased. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying amount of the asset and the net proceeds received. Leases The Company leases certain facilities, land, vehicles, and equipment. The Company determines if an arrangement is classified as a lease at inception of the arrangement. The Company recognizes a ROU asset and a lease liability at the lease commencement date. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the related lease. Finance leases are under the current and non-current liabilities and the underlying assets are included in property and equipment on the consolidated balance sheet. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. As most of the Company’s leases do not provide an implicit rate of return, on a quarterly basis, the Company’s incremental borrowing rate is used, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments . Operating lease liabilities include the noncancellable period of the lease plus related options to extend or terminate lease terms that are reasonably certain of being exercised. Lease payments included in the measurement of the lease liability comprise fixed payments owed over the lease term. Leases with an initial term of 12 months or less (“short term leases”) are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term. The Company entered into a sublease for its former headquarters, which is being accounted for under lessor accounting. The nature of the sublease did not relieve the Company of its obligations under the original lease. The lease for the prior headquarters was an operating lease and, as such, the Company continues to account for the original lease as it did prior to entering the sublease. Since the former facility is not a component of the Company’s central operations, the income from the sublease and the expenses under the original lease are recorded in Other income, net on our Consolidated Statement of Operations. Convertible Notes Payable and Liability Classified Contract Consideration Convertible Notes Payable The Company accounts for the Convertible Notes Payable at amortized cost pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 470, Debt (“ASC 470”). The Company accounted for the Contract Consideration Convertible Notes Payable issued as consideration related to a related party contract (see Note 9, “Debt and Convertible Notes Payable”), as liability classified convertible instruments in accordance with FASB ASC 718, “Stock Compensation” (“ASC 718”). Under ASC 718, liability classified convertible instruments are measured at fair value at the grant date and at each reporting date (see Note 10, “Fair Value Measurements”) with the change in fair value included in the consolidated statements of operations. The Contract Consideration Notes Payable matured and were converted during the year ended December 31, 2023 in accordance with their terms (see Note 9, “Debt and Convertible Notes Payable”). Fair Value Measurements The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions that market participants would use to value an asset or liability and may be observable or unobservable. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. See Note 10, “Fair Value Measurements.” Revenue Recognition The Company only has revenue from customers. The Company recognizes revenue when it satisfies performance obligations under the terms of the contract with a customer, and control of the promised goods are transferred to the customer or services are performed, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied. Products and services are sold with fixed or determinable prices. Variable consideration is estimated for the Contract Shortfall Fees from the ProFrac Agreement (see Note 17, “Related Party Transactions”) using the most likely amount and the Company includes an estimated amount of variable consideration in the transaction price only if it is probable that a subsequent change in the estimate of the amount of variable consideration would not result in a significant revenue reversal. A significant revenue reversal would occur if a subsequent change in the estimate of the variable consideration would result in a significant downward adjustment to the amount of cumulative revenue recognized from that contract when the change in estimate occurs. Certain sales include right of return provisions, which are considered when recognizing revenue and deferred accordingly, and discounts offered to customers for prompt payment. The Company does not act as an agent in any of its revenue arrangements. In recognizing revenue for products and services, the Company determines the transaction price of contracts with customers, which may consist of fixed and variable consideration. Determining the transaction price may require judgment by management, which includes identifying performance obligations, estimating variable consideration to include in the transaction price, and determining whether promised goods or services can be distinguished in the context of the contract. The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable included in accounts receivable, net and accounts receivable, related party on our Consolidated Balance Sheet. The majority of the CT segment revenue is chemical products that are sold at a point in time based on when control transfers to the customer determined by agreed upon delivery terms. Contracts with customers for the sale of products generally state the terms of the sale, including the quantity and price of each product purchased. Additionally, the CT segment offers various services associated to products sold which includes field services, installation, maintenance, and other functions. These services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation when the Company has a right to invoice the customer. The DA segment recognizes revenue for sales of equipment at the time of sale based on when control transfers to the customer based on agreed upon delivery terms. Additionally, the Company offers various services associated to products sold which includes field services, installation, maintenance, and other functions. Services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation. There may be additional performance obligations related to providing ongoing or reoccurring maintenance. Revenue for these types of arrangements is recognized ratably over time throughout the contract period. Additionally, the Company provides subscription-type arrangements with customers in which monthly reoccurring revenue is recognized ratably over time in accordance with agreed upon terms and conditions. Customers may be invoiced for such maintenance and subscription-type arrangements and revenue not yet recognizable is reported under accrued liabilities and deferred revenue on the consolidated balance sheets. Subscription-type arrangements were not a material revenue stream in the years ended December 31, 2023 and 2022. Payment terms for both the CT and DA segments are customarily 30-60 days for domestic and 90-120 days f or international from invoice receipt. Under revenue contracts for both products and services, customers are invoiced once the performance obligations have been satisfied, at which point payment is unconditional. Contract assets and liabilities associated with incomplete performance obligations are not material. The Company applies several practical expedients including: • Sales commissions are expensed as selling, general and administrative expenses when incurred because the amortization period is generally one year or less. • The Company’s payment terms are short-term in nature with settlements of one year or less. As a result, the Company does not adjust the promised amount of consideration for the effects of a significant financing component. • In most service contracts, the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance obligations completed to date and as such the Company recognizes revenue in the amount to which it has a right to invoice. • The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Such taxes are included in accrued liabilities on our consolidated balance sheet until remitted to the governmental agency. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our consolidated statement of operations. Foreign Currency Translation The Company’s functional currency is primarily the U.S. dollar. The Company operates principally in the United States and substantially all assets and liabilities of the Company are denominated in U.S. dollars. Financial statements of foreign subsidiaries that are not U.S. dollar functional currency are prepared using the currency of the primary economic environment of the foreign subsidiaries as the functional currency. Assets and liabilities of those foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified reporting periods. Revenue and expense transactions are translated using the average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as other comprehensive income (loss) within stockholders’ equity. Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in stockholders’ equity, except those arising from investments and distributions to stockholders. The Company’s comprehensive income (loss) includes consolidated net income and foreign currency translation adjustments. Research and Development Costs Expenditures for research activities relating to product development and improvement are charged to expense as incurred. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest and penalties related to uncertain tax positions as income tax expense. Stock-Based Compensation Stock-based compensation expense, related to stock options, restricted stock awards and restricted stock units, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience. Stock Warrants The Company evaluated the Pre-Funded Warrants issued in June 2022 (the “Pre-Funded Warrants”) (see Note 13, “Stockholders’ Equity) in accordance with ASC 815-40, “Contracts in Entity’s Own Equity” and determined that the warrants meet the criteria to be classified within stockholders’ equity and recorded the proceeds received for the Pre-Funded Warrants within additional paid in capital in the consolidated balance sheets. The Company evaluated the Pre-Funded Warrants issued in February 2023 (the “February 2023 Warrants”) (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity") to ProFrac Services, LLC upon conversion of the Convertible Notes Payable and Initial ProFrac Agreement Contract Consideration Convertible Notes Payable and determined the February 2023 Warrants meet the criteria to be classified within stockholders’ equity. The February 2023 Warrants were exercised during the year ended December 31, 2023. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Significant items subject to estimates and assumptions include estimated variable consideration included in contract transaction price; the useful lives of property and equipment; long lived asset impairment assessments; stock-based compensation expense; valuation allowances for accounts receivable, inventories, and deferred tax assets; recoverability and timing of the realization of contract assets; and the fair value of liability classified Contract Consideration Convertible Notes Payable until they were converted and equity classified Pre-Funded Warrants. Reclassification Certain items have been reclassified from prior periods to conform to the current period presentation. These reclassifications had no effect on the previously reported financial condition, results of operations or cash flows. Recent Accounting Pronouncements Changes to U.S. GAAP are established by the FASB. We evaluate the applicability and impact of all authoritative guidance issued by the FASB. Guidance not listed below was assessed and determined to be either not applicable, clarifications of items listed below, immaterial or already adopted by the Company. New Accounting Standards Issued But Not Adopted as of December 31, 2023 The FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.” This standard improves reportable segment disclosure requirements through enhanced disclosures around significant segment expenses. The amendments require interim and annual disclosures of significant segment expenses regularly provided to the chief operating decision maker (“CODM”). In addition, public entities are required to disclose the amount of “other segment items” by segment and their composition; annual disclosures about a reportable segment’s profit/loss and assets; clarify if the CODM uses more than one measure of a segment’s profit or loss in assessing performance and resource allocation and disclose the name and title of the CODM. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments are applied retrospectively to all prior periods presented. The Company is currently evaluating the impact of the adoption of the ASU on the related disclosures. The FASB issued ASU No. 2023-09, “ Improvements to Income Tax Disclosures” (“ASU 2023-09”). This amendment was created as a response to requests from investors, lenders, creditors and other parties to enhance transparency and effectiveness of tax disclosures to help them better assess how an entity’s operations and related tax risks affect an entity’s tax rate and potential future cash flows. ASU 2023-09 requires that entities annually disclose the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions and that those amounts are also disaggregated by individual jurisdictions equal to or greater than 5% of total income taxes paid (net of funds received). ASU 2023-09 adds a requirement that entities disaggregate income (loss) from continuing operations before income tax expense (benefit) between domestic and foreign. The amendments also require entities to disaggregate income tax expense (benefit) by federal, state and foreign jurisdictions. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Disaggregation of Revenue The Company differentiates revenue based on whether the source of revenue is attributable to product sales or service revenue. Total revenue disaggregated by revenue source is as follows (in thousands): Years ended December 31, 2023 2022 Revenue: Products (1) $ 182,695 $ 132,521 Services 5,363 3,571 $ 188,058 $ 136,092 (1) Product revenues include sales to related parties as described in Note 17, “Related Party Transactions.” Disaggregation of Cost of Sales The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services. Total cost of sales disaggregated is as follows (in thousands): Years ended December 31, 2023 2022 Cost of sales: Tangible goods sold $ 144,720 $ 126,914 Services 528 285 Other 18,547 15,593 $ 163,795 $ 142,792 Other cost of sales represent costs directly associated with the generation of revenue but which cannot be attributed directly to tangible goods sold or services. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs. Cost of sales disaggregated between external and related party sales is as follows (in thousands): Years ended December 31, 2023 2022 Cost of sales: Cost of sales for external customers $ 64,498 $ 56,844 Cost of sales for related parties 99,297 85,948 $ 163,795 $ 142,792 Contract assets are as follows (in thousands): December 31, 2023 2022 Contract assets $ 79,688 $ 83,060 Less accumulated amortization (5,032) (3,371) Contract assets, net 74,656 79,689 Less current contract assets (5,836) (7,113) Contract assets, long term $ 68,820 $ 72,576 In connection with entering into the ProFrac Agreement in 2022 as discussed in Note 9, “Debt and Convertible Notes Payable” and Note 17, “Related Party Transactions”, the Company recognized contract assets of $10.0 million and $69.5 million, respectively, and associated fees of $3.6 million. As of December 31, 2023, $68.8 million of the contract assets are classified as long term based upon our estimate of the forecasted revenues from the ProFrac Agreement which will not be realized within the next twelve months of the ProFrac Agreement. During the years ended December 31, 2023 and 2022 the Company recognized $5.0 million and $3.4 million, respectively, of contract assets amortization which is recorded as a reduction of the transaction price included in the related party revenue in the consolidated statement of operations. The below table reflects our estimated amortization per year (in thousands) based on the Company’s current forecasted revenues from the ProFrac Agreement. Years ending December 31, Amortization 2024 $ 5,836 2025 8,642 2026 9,628 2027 9,628 2028 9,628 Thereafter through May 2032 31,294 Total contract assets $ 74,656 |
Contract Assets
Contract Assets | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Contract Assets | Revenue from Contracts with Customers Disaggregation of Revenue The Company differentiates revenue based on whether the source of revenue is attributable to product sales or service revenue. Total revenue disaggregated by revenue source is as follows (in thousands): Years ended December 31, 2023 2022 Revenue: Products (1) $ 182,695 $ 132,521 Services 5,363 3,571 $ 188,058 $ 136,092 (1) Product revenues include sales to related parties as described in Note 17, “Related Party Transactions.” Disaggregation of Cost of Sales The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services. Total cost of sales disaggregated is as follows (in thousands): Years ended December 31, 2023 2022 Cost of sales: Tangible goods sold $ 144,720 $ 126,914 Services 528 285 Other 18,547 15,593 $ 163,795 $ 142,792 Other cost of sales represent costs directly associated with the generation of revenue but which cannot be attributed directly to tangible goods sold or services. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs. Cost of sales disaggregated between external and related party sales is as follows (in thousands): Years ended December 31, 2023 2022 Cost of sales: Cost of sales for external customers $ 64,498 $ 56,844 Cost of sales for related parties 99,297 85,948 $ 163,795 $ 142,792 Contract assets are as follows (in thousands): December 31, 2023 2022 Contract assets $ 79,688 $ 83,060 Less accumulated amortization (5,032) (3,371) Contract assets, net 74,656 79,689 Less current contract assets (5,836) (7,113) Contract assets, long term $ 68,820 $ 72,576 In connection with entering into the ProFrac Agreement in 2022 as discussed in Note 9, “Debt and Convertible Notes Payable” and Note 17, “Related Party Transactions”, the Company recognized contract assets of $10.0 million and $69.5 million, respectively, and associated fees of $3.6 million. As of December 31, 2023, $68.8 million of the contract assets are classified as long term based upon our estimate of the forecasted revenues from the ProFrac Agreement which will not be realized within the next twelve months of the ProFrac Agreement. During the years ended December 31, 2023 and 2022 the Company recognized $5.0 million and $3.4 million, respectively, of contract assets amortization which is recorded as a reduction of the transaction price included in the related party revenue in the consolidated statement of operations. The below table reflects our estimated amortization per year (in thousands) based on the Company’s current forecasted revenues from the ProFrac Agreement. Years ending December 31, Amortization 2024 $ 5,836 2025 8,642 2026 9,628 2027 9,628 2028 9,628 Thereafter through May 2032 31,294 Total contract assets $ 74,656 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are as follows (in thousands): December 31, 2023 2022 Raw materials $ 5,299 $ 5,800 Finished goods 13,660 18,130 Inventories 18,959 23,930 Less reserve for excess and obsolete inventory (6,121) (8,210) Inventories, net $ 12,838 $ 15,720 Changes in the reserve for excess and obsolete inventory are as follows (in thousands): Years ended December 31, 2023 2022 Balance, beginning of year $ 8,210 $ 10,141 Charged to provisions 959 1,734 Deductions for sales and disposals (3,048) (3,665) Balance, end of the year $ 6,121 $ 8,210 The provisions recorded in the years ended December 31, 2023 and 2022 w ere $0.8 million and $1.6 million, respectively, for the CT segment an d $0.2 million and $0.1 million, respectively, |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are as follows (in thousands): December 31, 2023 2022 Land $ 886 $ 886 Land improvements 520 520 Buildings and leasehold improvements 5,483 5,356 Machinery and equipment 6,993 6,758 Furniture and fixtures 520 532 Transportation equipment 945 784 Computer equipment and software 1,696 1,425 Property and equipment 17,043 16,261 Less accumulated depreciation (11,914) (11,435) Property and equipment, net $ 5,129 $ 4,826 Depreciation expense totaled $0.7 million and $0.7 million for the years ended December 31, 2023 and 2022 , respectively. During 2022, the Company sold two facilities for aggregate proceeds of $5.8 million resulting in a net gain of $2.9 million. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Rental income recognized from leasing manufacturing facilities was $0.4 million for the year ended December 31, 2022 and is included in other, net in the consolidated statement of operations. As discussed in Note 6, “Property and Equipment” these facilities were sold in 2022 and the lease agreements between the tenants and the Company terminated. The components of lease expense and supplemental cash flow information are as follows (in thousands): Years ended December 31, 2023 2022 Operating lease expense $ 3,552 $ 2,393 Finance lease expense: Amortization of assets 15 15 Interest on lease liabilities 3 12 Total finance lease expense 18 27 Short-term lease expense 300 341 Total lease expense $ 3,870 $ 2,761 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,508 $ 2,934 Operating cash flows from finance leases 34 39 Financing cash flows from finance leases 3 6 Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 3,215 $ 22 2025 2,046 — 2026 1,732 — 2027 1,660 — 2028 1,518 — Thereafter 2,815 — Total lease payments $ 12,986 $ 22 Less: Interest (2,861) — Present value of lease liabilities $ 10,125 $ 22 Supplemental balance sheet information related to leases is as follows (in thousands): December 31, 2023 December 31, 2022 Operating Leases Operating lease right-of-use assets $ 5,030 $ 5,900 Current portion of operating lease liabilities $ 2,449 $ 3,328 Long-term operating lease liabilities 7,676 8,044 Total operating lease liabilities $ 10,125 $ 11,372 Finance Leases Property and equipment $ 147 $ 147 Accumulated depreciation (70) (55) Property and equipment, net $ 77 $ 92 Current portion of finance lease liabilities $ 22 $ 36 Long-term finance lease liabilities — 19 Total finance lease liabilities $ 22 $ 55 Weighted Average Remaining Lease Term Operating leases 4.5 years 5.3 years Finance leases 0.5 years 1.6 years Weighted Average Discount Rate Operating leases 7.8 % 9.3 % Finance leases 8.5 % 8.9 % Sublease Income On April 1, 2023, the Company entered into an agreement to sublease its office and lab space in Houston, Texas beginning September 1, 2023 and continuing until October 31, 2030. The rental income of $0.3 million for the year ended December 31, 2023 from the sublease is included in the Company’s statement of operations in Other income, net, and offsets the rental expense from the Company’s lease of the facility from the landlord. Sublease rental income for future years are as follows (in thousands): Years ending December 31, Rental Income 2024 $ 767 2025 767 2026 767 2027 767 2028 767 Thereafter 1,406 Total rental income $ 5,241 |
Leases | Leases Rental income recognized from leasing manufacturing facilities was $0.4 million for the year ended December 31, 2022 and is included in other, net in the consolidated statement of operations. As discussed in Note 6, “Property and Equipment” these facilities were sold in 2022 and the lease agreements between the tenants and the Company terminated. The components of lease expense and supplemental cash flow information are as follows (in thousands): Years ended December 31, 2023 2022 Operating lease expense $ 3,552 $ 2,393 Finance lease expense: Amortization of assets 15 15 Interest on lease liabilities 3 12 Total finance lease expense 18 27 Short-term lease expense 300 341 Total lease expense $ 3,870 $ 2,761 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,508 $ 2,934 Operating cash flows from finance leases 34 39 Financing cash flows from finance leases 3 6 Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 3,215 $ 22 2025 2,046 — 2026 1,732 — 2027 1,660 — 2028 1,518 — Thereafter 2,815 — Total lease payments $ 12,986 $ 22 Less: Interest (2,861) — Present value of lease liabilities $ 10,125 $ 22 Supplemental balance sheet information related to leases is as follows (in thousands): December 31, 2023 December 31, 2022 Operating Leases Operating lease right-of-use assets $ 5,030 $ 5,900 Current portion of operating lease liabilities $ 2,449 $ 3,328 Long-term operating lease liabilities 7,676 8,044 Total operating lease liabilities $ 10,125 $ 11,372 Finance Leases Property and equipment $ 147 $ 147 Accumulated depreciation (70) (55) Property and equipment, net $ 77 $ 92 Current portion of finance lease liabilities $ 22 $ 36 Long-term finance lease liabilities — 19 Total finance lease liabilities $ 22 $ 55 Weighted Average Remaining Lease Term Operating leases 4.5 years 5.3 years Finance leases 0.5 years 1.6 years Weighted Average Discount Rate Operating leases 7.8 % 9.3 % Finance leases 8.5 % 8.9 % Sublease Income On April 1, 2023, the Company entered into an agreement to sublease its office and lab space in Houston, Texas beginning September 1, 2023 and continuing until October 31, 2030. The rental income of $0.3 million for the year ended December 31, 2023 from the sublease is included in the Company’s statement of operations in Other income, net, and offsets the rental expense from the Company’s lease of the facility from the landlord. Sublease rental income for future years are as follows (in thousands): Years ending December 31, Rental Income 2024 $ 767 2025 767 2026 767 2027 767 2028 767 Thereafter 1,406 Total rental income $ 5,241 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Current accrued liabilities are as follows (in thousands): December 31, 2023 2022 Severance costs (see Note 12, “Commitments and Contingencies”) $ 648 $ 2,617 Payroll and benefits 2,138 684 Legal costs 37 447 Contingent liability for earn-out provision 56 583 Deferred revenue, current 550 655 Taxes other than income taxes 656 1,884 Other 1,805 2,114 Total current accrued liabilities $ 5,890 $ 8,984 As of December 31, 2023, we accrued for bonus compensation to be paid in early 2024. We did not recognize or accrue for bonus compensation as of December 31, 2022. |
Debt and Convertible Notes Paya
Debt and Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Convertible Notes Payable | Debt and Convertible Notes Payable Asset Based Loan On August 14, 2023, the Company entered into a 24-month revolving loan and security agreement in connection with an asset-based loan (the “ABL”). The ABL is classified, under ASC 470, as current debt on our consolidated balance sheet due to the nature of the payment arrangements where the lender is paid from customer payments received into the Company’s collections account. The ABL provides up to $13.8 million of credit availability, which is limited by a borrowing base consisting of: (i) 85% of eligible accounts receivable, plus (ii) 60% of the value of eligible inventory not to exceed 100% of the eligible accounts receivable. As of December 31, 2023, the Company had $7.5 million outstanding under the ABL. During the year ended December 31, 2023, the Company incurred $0.5 million in interest and fees related to the ABL, which included the annual fee of $0.1 million, that is included in interest expense in the Company’s statement of operations. As of December 31, 2023, the Company had incurred origination costs of $0.5 million related to the ABL that was recorded as deferred financing costs to be amortized over the term of the ABL. Borrowings under the ABL bear interest at the Wall Street Journal Prime Rate (subject to a floor of 5.5%) plus 2.5% per annum. The interest rate under the ABL was 11.0% as of December 31, 2023. The ABL contains an annual commitment fee equal to 1.0% of the ABL’s borrowing base. Additionally, the Company will be assessed a non-usage fee of 0.25% per quarter based on the difference between the average daily outstanding balance and the borrowing base limit of the ABL. If the ABL is terminated prior to the end of its 24-month term, the Company is required to pay an early termination fee of 2.5% of the borrowing base limit of the ABL if terminated with more than 12 months remaining until the maturity date or 1.5% of the borrowing base limit of the ABL if terminated with less than 12 months remaining until the maturity date. The ABL contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the payment of any amounts borrowed. The ABL requires the Company to maintain a minimum Tangible Net Worth (as defined in the ABL) of not less than $11.0 million. In addition, the ABL provides the lender a blanket security interest on all or substantially all of the Company’s assets. The Company was in compliance with the covenants under the ABL as of December 31, 2023. Paycheck Protection Program Loans In April 2020, the Company received a $4.8 million loan (the “Flotek PPP loan”) under the Paycheck Protection Program (“PPP”), which was created through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). In October 2021, the Flotek PPP loan maturity date was extended from April 15, 2022 to April 15, 2025. On January 5, 2023 the Company received notice from the SBA that $4.4 million of the $4.8 million principal amount and accrued interest to this date of $0.1 million, was forgiven. The remaining principal amount of $0.4 million and accrued interest, will be repaid over the remaining term of the loan through April 15, 2025 beginning on March 15, 2023. The forgiveness of the Flotek PPP loan was accounted for as an extinguishment of the debt and resulted in the Company recording a $4.5 million gain in the first quarter of 2023 comprising the principal amount forgiven of $4.4 million and accrued interest of $0.1 million. Long-term debt, including current portion, is as follows (in thousands): December 31, 2023 2022 Flotek PPP loan $ 239 $ 4,788 Less current maturities (179) (2,052) Total long-term debt, net of current portion $ 60 $ 2,736 Loan repayments are scheduled as follows (in thousands): Years ending December 31, 2024 179 2025 60 Total Flotek PPP loan $ 239 Convertible Notes Payable On February 2, 2022, Flotek entered into a Private Investment in Public Equity transaction (the “PIPE transaction”) with a consortium of investors to secure growth capital for the Company. Pursuant to the PIPE transaction, Flotek issued $21.2 million in aggregate initial principal amount of Convertible Notes Payable for net cash proceeds of approximately $20.1 million (the “Convertible Notes Payable”). The investors were ProFrac Holdings, LLC, Burlington Ventures Ltd., entities associated with North Sound Management, certain funds associated with one of Flotek's directors including the D3 Family Fund and the D3 Bulldog Fund, and Firestorm Capital LLC. The Convertible Notes Payable accrued paid-in-kind interest at a rate of 10% per annum, had a maturity of one year, and were convertible into common stock of Flotek or Pre-Funded Warrants to purchase common stock of Flotek, (a) at the holder's option at any time prior to maturity, at a price of $1.088125 per share on a pre-Reverse Stock Split (as defined in Note 13, “Stockholders’ Equity”) basis, (b) at Flotek's option, if the volume-weighted average trading price of Flotek's common stock equals or exceeds $2.50 per share on a pre-Reverse Stock Split basis, or $1.741 per share on a pre-Reverse Stock Split basis for 20 trading days during a 30 consecutive trading day period, or (c) at maturity, at a price of $0.8705 per share on a pre-Reverse Stock Split basis. On March 21, 2022, $3.0 million of the Convertible Notes Payable, plus accrued paid-in-kind interest thereon, were converted at the holder’s option into approximately 2,793,030 shares of common stock on a pre-Reverse Stock Split basis (465,505 on a post-Reverse Stock Split basis). The issuance cost of $1.1 million was amortized on a straight-line basis over the term of the Convertible Notes Payable and the amortization was included in interest expense in the consolidated statements of operations. Interest expense for the years ended December 31, 2023 and 2022 included $0.2 million and $1.8 million, respectively, of accrued paid-in-kind interest and $83 thousand and $1.0 million, respectively, of issuance cost amortization related to these Convertible Notes Payable. Interest expense relating to the Convertible Notes Payable held by ProFrac Holdings, LLC (related party) was $85 thousand and $1.0 million for the years ended December 31, 2023 and 2022. Upon maturity on February 2, 2023, the Convertible Notes Payable, excluding those held by ProFrac Holdings, LLC, with a carrying value of $9.0 million, including accrued paid-in-kind interest of $0.8 million, were converted on a pre-Reverse Stock Split basis into 10,335,840 shares of common stock (1,722,640 shares of the Company’s common stock on a post-Reverse Stock Split basis) at a price of $0.8705 per share. The Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued paid-in-kind interest of $1.0 million, were converted on a pre-Reverse Stock Split basis, upon maturity, into 12,683,280 February 2023 Warrants with an exercise price of $0.0001 per share (see Note 13, “Stockholders’ Equity”). On September 6, 2023, the February 2023 Warrants were exercised and the Company issued, on a pre-Reverse Stock Split basis, 12,683,280 shares of the Company’s common stock (2,113,880 shares of the Company’s common stock on a post-Reverse Stock Split basis). Initial ProFrac Agreement Contract Consideration Convertible Notes Payable On February 2, 2022, the Company entered into a long-term supply agreement with ProFrac Services, LLC (the “Initial ProFrac Agreement”), a subsidiary of ProFrac Holdings LLC, in exchange for $10 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (“Initial ProFrac Agreement Contract Consideration Convertible Notes Payable”), under the same terms as the Convertible Notes Payable issued in the PIPE Transaction described above, including the paid-in-kind interest at a rate of 10% per annum and conversion features. Interest expense for the years ended December 31, 2023 and 2022 included $85 thousand and $1.0 million, respectively, of accrued paid-in-kind interest related to the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable are accounted for as liability classified convertible instruments and were initially recorded at fair value of $10.0 million on the issuance date with a corresponding contract asset. On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, remeasured to and carried at a fair value of $15.1 million, were converted on a pre-Reverse Stock Split basis, upon maturity, into 12,683,281 February 2023 Warrants with an exercise price of $0.0001 per share (see Note 10, “Fair Value Measurements”). On September 6, 2023, the February 2023 Warrants were exercised and the Company issued, on a pre-Reverse Stock Split basis, 12,683,281 shares of the Company’s common stock (2,113,881 shares of the Company’s common stock on a post-Reverse Stock Split basis). Amended ProFrac Agreement Contract Consideration Convertible Notes Payable On May 17, 2022, the Company entered into an amendment to the Initial ProFrac Agreement (the “Amended ProFrac Agreement” and collectively with the Initial ProFrac Agreement, the “ProFrac Agreement”) upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (“Amended ProFrac Agreement Contract Consideration Convertible Notes Payable”) to ProFrac. The Amended ProFrac Agreement Contract Consideration Convertible Notes Payable accrued paid-in-kind interest at a rate of 10% per annum. Interest expense for the years ended December 31, 2023 and 2022 included $2.0 million and $3.2 million, respectively, of accrued paid-in-kind interest related to the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable. The Amended ProFrac Agreement Contract Consideration Convertible Notes Payable were accounted for as liability classified convertible instruments and were initially recorded at fair value of $69.5 million on the issuance date with a corresponding contract asset. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement. • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs. Fair Value of Other Financial Instruments The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, ABL, accrued liabilities and accounts payable approximate fair value due to the short-term nature of these accounts. Liabilities Measured at Fair Value on a Recurring Basis The following table presents the Company’s liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy (in thousands): December 31, December 31, Level 1 Level 2 Level 3 2023 Level 1 Level 2 Level 3 2022 Contingent earnout consideration $ — $ — $ 56 $ 56 $ — $ — $ 583 $ 583 Initial ProFrac Agreement contract consideration convertible notes — — — — — — 14,220 14,220 Amended ProFrac Agreement contract consideration convertible notes — — — — — — 69,350 69,350 Total $ — $ — $ 56 $ 56 $ — $ — $ 84,153 $ 84,153 Contingent Earnout Consideration Key Inputs The estimated fair value of the remaining stock performance earn-out provision, with respect to the JP3 transaction, is included in accrued liabilities as of December 31, 2023 and 2022 . The estimated fair value of $56 thousand and $0.6 million was valued using a Monte Carlo model analyzing 20,000 simulations performed using Geometric Brownian Motion with inputs such as risk-neutral expected growth and volatility. December 31, 2023 2022 Risk-free interest rate 4.58% 4.34% Expected volatility 70.0% 100.0% Term until liquidation (years) 1.38 2.38 Stock price (pre-Reverse Stock Split basis for 2022) $3.92 $1.12 Discount rate 11.86% 9.95% Initial ProFrac Agreement Contract Consideration Notes Payable Key Inputs The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were measured at fair value at issuance and on a recurring basis. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable had an initial fair value of $10.0 million on February 2, 2022. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were classified as Level 2 at the initial measurement upon issuance due to the use of a quoted price for a similar liability at that date (the PIPE transaction), and subsequently classified as Level 3 due to the use of unobservable inputs. The estimated value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable as of December 31, 2022 was valued using a Monte Carlo simulation. The key inputs into the Monte Carlo simulation used to estimate the fair value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable that matured on February 2, 2023, as of December 31, 2022 were as follows: December 31, 2022 Risk-free interest rate 4.12% Expected volatility 100.0% Term until liquidation (years) 0.09 Stock price (pre-Reverse Stock Split basis) $1.12 Discount rate 4.12% On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were remeasured, upon maturity, to a fair value of $15.1 million based on the pre-Reverse Stock Split closing price of the shares of common stock of $1.19, on the date of conversion. The fair value adjustment was a $0.8 million and $3.3 million increase for the years ended December 31, 2023 and 2022, respectively. Amended ProFrac Agreement Contract Consideration Convertible Notes Payable Key Inputs On May 17, 2022, the Company measured the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable classified as Level 3 using a Monte Carlo simulation at an estimated fair value of $69.5 million. The Company reduced the discount rate assumed due to the reduced likelihood of occurrence of any of the default events in the shorter term remaining on the notes. The estimated value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable as at December 31, 2022 was valued using a Monte Carlo simulation. The key inputs into the Monte Carlo simulation used to estimate the fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, that matured on May 17, 2023, as of December 31, 2022 were as follows: December 31, 2022 Risk-free interest rate 4.59% Expected volatility 100.0% Term until liquidation (years) 0.38 Stock price (pre-Reverse Stock Split basis) $1.12 Discount rate 4.59% On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable were remeasured, at maturity, to a fair value of $40.6 million based on the pre-Reverse Stock Split closing price of the shares of common stock of $0.64, on the date of conversion. The fair value adjustment was a decrease of $30.8 million for the twelve months ended December 31, 2023. The fair value adjustment was a decrease of $3.3 million for the twelve months ended December 31, 2022. Assets Measured at Fair Value on a Nonrecurring Basis The Company’s non-financial assets, including property and equipment and operating lease ROU assets, are measured at fair value on a non-recurring basis and are subject to adjustment to their fair value in certain circumstances. Level 3 Rollforward for Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents the changes in balances of liabilities for the years ended December 31, 2023 and 2022 classified as Level 3 balances (in thousands): Years ended December 31, 2023 2022 Balance - beginning of period $ 84,153 $ 608 Transfer of Initial ProFrac Agreement contract consideration convertible notes payable from Level 2 — 10,000 Issuance of Amended ProFrac Agreement contract consideration convertible notes payable — 69,460 Increase in principle of Initial ProFrac Agreement contract consideration convertible notes payable for paid-in-kind interest 85 954 Increase in principle of Amended ProFrac Agreement contract consideration convertible notes payable for paid-in-kind interest 2,044 3,231 Change in fair value of contingent earnout consideration (527) (25) Change in fair value of Initial ProFrac Agreement contract consideration convertible notes payable 786 3,266 Change in fair value of Amended ProFrac Agreement contract consideration convertible notes payable (30,755) (3,341) Conversion of Initial ProFrac Agreement contract consideration convertible notes on maturity (15,092) — Conversion of Amended ProFrac Agreement contract consideration convertible notes on maturity (40,638) — Balance - end of period $ 56 $ 84,153 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Components of the income tax expense (benefit) are as follows (in thousands): Years ended December 31, 2023 2022 Current: Federal $ — $ 101 State 45 2 Foreign — — Total current expense 45 103 Deferred: Federal — — State 104 (125) Foreign — — Total deferred expense (benefit) 104 (125) Income tax expense (benefit) $ 149 $ (22) The components of income (loss) before income taxes are as follows (in thousands): Years ended December 31, 2023 2022 United States $ 25,315 $ (42,242) Foreign (453) (85) Income (loss) before income taxes $ 24,862 $ (42,327) The income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 21% respectively, to income (loss) before income tax for the reasons set forth below: Years ended December 31, 2023 2022 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.5 0.2 Non-U.S. income taxed at different rates 0.3 (0.1) Tax benefit related to stock-based awards 0.7 (0.4) Change in valuation allowance (20.9) (21.8) Permanent differences related to CARES Act (3.6) — Other 2.6 1.2 Effective income tax rate 0.6 % 0.1 % Deferred income taxes reflect the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the value reported for income tax purposes, at the enacted tax rates expected to be in effect when the differences reverse. The component of deferred tax assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 45,314 $ 41,453 Intangible assets 3,501 4,066 Tax credit carryforwards 3,923 4,011 Goodwill 4,513 4,920 Property and equipment 3,314 3,644 Lease liability 2,507 2,634 Inventory valuation reserves 1,359 2,033 Allowance for doubtful accounts 1,196 1,180 Accrued liabilities 383 320 Accrued compensation 485 491 Equity compensation 132 536 Interest limitation 137 1,616 Other 24 230 Total gross deferred tax assets 66,788 67,134 Valuation allowance (59,066) (64,960) Total deferred tax assets, net 7,722 2,174 Deferred tax liabilities: ROU asset (1,203) (1,377) Contract asset (5,813) — Prepaid insurance and other (406) (393) Total gross deferred tax liabilities (7,422) (1,770) Net deferred tax assets $ 300 $ 404 As of December 31, 2023, the Company had U.S. net operating loss carryforwards (“NOLs”) of $192.9 million, including $46.4 million expiring in various amounts from 2029 through 2037 which can offset 100% of taxable income and $146.5 million that has an indefinite carryforward period which can offset 80% of taxable income per year. Additionally, the Company has an estimated $94.2 million in certain state NOL carryforwards, $0.2 million in Section 163(j) interest limitation carryforwards and $3.8 million in tax credit carryforwards. As a result of the ownership change experienced in 2023, the Company’s ability to use NOLs to reduce taxable income is generally limited by Section 382 of the Internal Revenue Code of 1986 to an annual amount, of $3.5 million plus an uplift of $24.5 million. NOLs that exceed the Section 382 limitation in any year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. The Company’s use of new NOLs arising after the date of the ownership change would not be impacted by the Section 382 limitation. If the Company does not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carryforward periods, then the ability to apply those NOLs as offsets to future taxable income is lost. Based on an analysis of the Section 382 limitation, the Company estimates that $31.3 million of the state NOL carryforwards (subject to additional state-by-state analysis) and $3.8 million of the tax credit carryforwards will expire unutilized. Although the ownership change will significantly limit the ability of the Company to utilize the pre-change net operating losses and credits, the Company does not expect a significant impact to its financial statements given the valuation allowance that is recorded to estimate the realizability of the deferred tax assets. The Company’s cumulative losses (before permanent items) of $48.0 million in the recent three years ended December 31, 2023 are negative evidence that it will not likely generate sufficient future income to utilize its deferred tax assets. Therefore, the Company believes that it is not more likely than not that it will realize its deferred tax assets in all taxing jurisdictions with the exception of a portion related to the states of Louisiana and Texas. Therefore, the Company recorded a valuation allowance for the years ended December 31, 2023 and December 31, 2022 to reflect the estimated amount of deferred tax asset realizability. The change in valuation allowance was $5.2 million and $9.2 million during the years ended December 31, 2023 and 2022, respectively. The Company does not have documented plans to reinvest the unremitted earnings of its non-U.S. subsidiaries. As of December 31, 2023 and 2022, the Company had approximately $6.3 million and $6.4 million, respectively, in unremitted earnings from its foreign jurisdictions. As a result of the 2017 Tax Act these earnings have been previously taxed in the U.S. although they have not been repatriated. However, certain withholding taxes may need to be paid upon repatriation depending on the US treaty with the applicable country. Because all of the Company’s foreign earnings have been previously taxed, the requirement to record a deferred tax liability on such unremitted earnings is not applicable. The Company has performed an analysis of its tax positions for the years ended December 31, 2023 and 2022, concluding all tax positions taken were highly certain. As of December 31, 2023, the Company is not under examination in any federal/national jurisdictions. However, the 2016 and 2017 report years with respect to research and development credits are under review by the Texas Comptroller’s office. The tax returns for the years ended 2020 through 2022 remain subject to examination in the US, and the tax returns for the years ended 2019 through 2022 remain subject to examination in various state jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation The Company is subject to routine litigation and other claims that arise in the normal course of business. Except as disclosed below, management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity. On May 23, 2023, the Company entered into an agreement with John Chisholm (a former CEO of the Company) to resolve a claim made by Mr. Chisholm in arbitration for payment of outstanding severance and claims made by the Company against Mr. Chisholm. The settlement resulted in the reversal of $2.3 million of accrued severance costs during the twelve months ended December 31, 2023 and is included as a reduction to severance costs in our consolidated statements of operations. In connection with the matter related to Mr. Chisholm, the Company commenced arbitration and other legal proceedings against Casey Doherty/ Doherty & Doherty LLP (Flotek’s former outside general counsel) and Moss Adams LLP and its predecessor, Hein & Associates LLP (Flotek’s former independent public audit firm) to recover damages. During June 2023, the Company entered into a settlement with Moss Adams LLP and its predecessor, Hein & Associates LLP. During October 2023, the Company entered into a settlement with Mr. Casey Doherty and Doherty & Doherty LLP. As a result of the various settlements during 2023, the Company considers this matter closed. Other Commitments and Contingencies The Company is subject to concentrations of credit risk within trade accounts receivable, and related party accounts receivable, as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is invested in major U.S. financial institutions and balances often exceed insurable amounts. |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Reverse stock split On September 14, 2023, the Company announced that the Board of Directors approved a reverse stock split of its common stock at a ratio of 1-to-6 (“Reverse Stock Split”). The Reverse Stock Split was completed on September 25, 2023 and resulted in 184,438,695 issued and outstanding shares of common stock being converted into 30,739,820 shares of common stock. The Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock. The Company issued one whole share of common stock to any shareholder that would have received a fractional share as a result of the Reverse Stock Split. Therefore, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection with any fractional shares that resulted from the Reverse Stock Split. As the par value per share of common stock was not changed in connection with the Reverse Stock Split, we recorded a decrease to common stock on our consolidated balance sheet with a corresponding increase in additional paid-in capital as of December 31, 2022. The Company adjusted the number of outstanding shares of common stock and treasury stock on the consolidated balance sheet and in the statement of changes in stockholders’ equity for all periods presented to reflect the impacts of the Reverse Stock Split. Where we disclose the number of shares of common stock within the footnotes to the consolidated financial statements we have presented both the pre-Reverse Stock Split and post-Reverse Stock Split amount as denoted. Unless otherwise noted, all references in the consolidated financial statements and notes to consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split for each period presented. Conversion of Convertible Notes Payable On February 2, 2023, the Convertible Notes Payable pursuant to the PIPE transaction discussed in Note 9, “Debt and Convertible Notes Payable”, excluding those held by ProFrac Holdings, LLC, were converted on a pre-Reverse Stock Split basis, upon maturity, into 10,335,840 shares of common stock at a price of $0.8705 per share (1,722,640 shares of the Company’s common stock on a post-Reverse Stock Split basis). The Convertible Notes Payable converted into common stock had a carrying value of $9.0 million, including accrued paid-in-kind interest of $0.8 million, that was recorded as additional paid-in-capital upon conversion. The Convertible Notes Payable held by ProFrac Holding, LLC pursuant to the PIPE transaction had a carrying value of $11.0 million, including accrued interest of $1.0 million, were converted on a pre-Reverse Stock Split basis, upon maturity, into 12,683,280 February 2023 Warrants with an exercise price of $0.0001 per share. The February 2023 Warrants met the criteria for equity accounting and were recorded as additional paid-in-capital upon conversion. On September 6, 2023, the February 2023 Warrants issued upon the conversion of the Convertible Notes Payable held by ProFrac Holding, LLC were exercised and the Company issued, on a pre-Reverse Stock Split basis, 12,683,280 shares of the Company’s common stock (2,113,880 shares of the Company’s common stock on a post-Reverse Stock Split basis). On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, remeasured to a fair value of $15.1 million upon maturity, were converted on a pre-Reverse Stock Split basis, upon maturity, into 12,683,281 February 2023 Warrants with an exercise price of $0.0001 per share. The February 2023 Warrants met the criteria for equity accounting and were recorded as additional paid-in-capital upon conversion. On September 6, 2023, the February 2023 Warrants issued upon the conversion of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were exercised and the Company issued on a pre-Reverse Stock Split basis, 12,683,281 shares of the Company’s common stock (2,113,881 shares of the Company’s common stock on a post-Reverse Stock Split basis). On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, were converted on a pre-Reverse Stock Split basis, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share (10,582,821 shares of common stock on a post-Reverse Stock Split basis). The Contract Consideration Convertible Notes Payable converted into common stock, remeasured to a fair value of $40.6 million upon maturity, were recorded as additional paid-in-capital as of December 31, 2023. Pre-Funded Warrants On June 21, 2022, ProFrac Holdings II, LLC paid $19.5 million for Pre-Funded Warrants of the Company, representing a 20% premium to the 30-day volume average price of the Company’s common stock at the close of business on the day prior to the date of the issuance of the Prefunded Warrants. The PreFunded Warrants were recorded in equity at their fair value of $11.1 million, estimated using a Black-Scholes Option Pricing model, le ss $1.2 million of transaction costs paid. The remaining cash received of $8.4 million was recognized as an equity contribution. Th e Prefunded Warrants permit ProFrac Holdings II, LLC to purchase on a pre-Reverse Stock Split basis 13,104,839 shares of common stock of the Company (2,184,140 shares of the Company’s common stock on a post-Reverse Stock Split basis) at an exercise price equal to $0.0001 per share. The Prefunded Warrants, net of transaction fees of $1.1 million, and the equity contribution of $8.4 million from ProFrac Holdings, II, LLC are included in additional paid-in capital. The key inputs into the Black-Scholes Option Pricing Model used to estimate the fair value of the Pre-Funded Warrants as of the issuance on June 21, 2022 were as follows: Risk-free interest rate 3.21% Expected volatility 90.0% Term until liquidation (years) 2.00 Stock price (pre-Reverse Stock Split) $1.11 Strike price (exercise fee) $4.5 million ProFrac Holdings II, LLC and its affiliates may not receive any voting or consent rights in respect of the Prefunded Warrants or the underlying shares unless and until (i) the Company has obtained approval from a majority of its shareholders excluding ProFrac Holdings II, LLC and its affiliates and (ii) ProFrac Holdings II, LLC has paid an additional $4.5 million to the Company; provided, however, that ProFrac Holdings II may exercise the Prefunded Warrants immediately prior to the sale of the shares of common stock subject to such exercise to a non-affiliate of ProFrac Holdings II. The Company obtained approval from a majority of its shareholders excluding ProFrac Holdings II, LLC and its affiliates, with respect to the exercise of the PreFunded Warrants in connection with a special meeting of shareholders held on September 5, 2023. As of December 31, 2023, the PreFunded Warrants have not been exercised. The additional $4.5 million will be accounted for as an equity contribution if received. Treasury Stock The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. During the years ended December 31, 2023 and 2022 , the Company withheld 42,000 shares and 19,133 |
Stock-Based Compensation and Ot
Stock-Based Compensation and Other Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Other Benefit Plans | Stock-Based Compensation and Other Benefit Plans Stock-Based Incentive Plans Stockholders approved an increase in shares during its 2023 Annual meeting to long-term incentive plans created in 2018 (the “2018 Plan”) under which the Company may grant equity awards to officers, key employees, non-employee directors and service providers in the form of stock options, restricted stock, restricted stock units, and certain other incentive awards. The maximum number of shares that may be issued under long-term incentive plans created in 2020 and 2019 (the “2020 Plan” and “2019 Plan,” respectively) and 2018 Plan are 0.5 million, 0.2 million, and 1.9 million, respectively. At December 31, 2023 and 2022, the Company had an aggregate o f 0.6 million and 0.7 million shares remaining, respectively, to be granted under the 2020 Plan, 2019 Plan and 2018 Plan. Stock Options All stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. During the year ended December 31, 2023, 0.1 million market-based stock options and 0.1 million performance-based stock options were granted compared to none during the year ended December 31, 2022. The market-based and performance-based options are restricted until criteria defined in the stock option agreements are met. Proceeds received from stock option exercises are credited to common stock and additional paid-in capital, as appropriate. The Company uses historical data to estimate pre-vesting option forfeitures. Estimates are adjusted when actual forfeitures differ from the estimate. Stock-based compensation expense is recorded for all equity awards expected to vest. During the year ended December 31, 2023 no stock options vested compared to 0.1 million for the year ended December 31, 2022. The total fair value of the stock options that vested was $0.3 million for the year ended December 31, 2022. Stock option activity for the years ended December 31, 2023 and 2022, are as follows: Shares Weighted-Average Weighted-Average Outstanding as of December 31, 2021 713,650 Granted — $ — $ — Exercised — — — Forfeited — — — Expired (20,000) 4.32 0.60 Outstanding as of December 31, 2022 693,650 Granted 190,728 3.42 2.57 Exercised — — — Forfeited (457,815) 7.10 7.28 Expired (130,000) $ 7.97 $ 5.94 Outstanding as of December 31, 2023 296,563 Vested or expected to vest at December 31, 2023 252,891 The below table shows the aggregate intrinsic value and weighted average remaining contractual term of share options outstanding, currently exercisable and vested or expected to vest. Share Options Outstanding Share Options Currently Exercisable Share Options Vested or Expected to Vest Number 296,563 10,000 252,891 Weighted-average exercise price $ 4.42 $ 4.32 $ 4.56 Aggregate intrinsic value ($000’s) 95 — 78 Weighted-average remaining contractual term in years 8.7 1.59 8.55 The following table sets forth significant assumptions used in the Monte Carlo model for performance-based options to determine the fair value of the options awarded in June 2023 at the date of grant for the year ended December 31, 2023. June 7, 2023 Awards Risk-free interest rate 3.79 % Expected volatility of common stock 110.00 % Expected life of options in years 10.0 Dividend yield — % The following table sets forth significant assumptions used in the Black-Scholes model for market-based options to determine the fair value of the options awarded in December 2023 at the date of grant for the year ended December 31, 2023. December 5, 2023 Awards Risk-free interest rate 4.13 % Expected volatility of common stock 90.60 % Expected life of options in years 6.5 Dividend yield — % At December 31, 2023 and 2022 , the unrecognized compensation cost related to stock options was $0.6 million and $2.1 million, respectively. There were no options granted during the year ended December 31, 2022. Restricted Stock The Company grants employees and directors either time-vesting or market-based restricted shares in accordance with terms specified in the Restricted Stock Agreements. During the years ended December 31, 2023 and 2022 , all of the restricted stock granted were time-vesting restricted shares. Grantees of restricted shares retain voting rights for the granted shares. • Time-vesting restricted shares vest after a stipulated period has elapsed after the date of grant, generally three years. Certain time-vested shares have also been issued with a portion of the shares granted vesting immediately. • Market-based restricted shares are issued with criteria defined over a designated period and vest only when, and if, the outlined criteria are met. Restricted stock share activity for the years ended December 31, 2023 and 2022, are as follows: Restricted Stock Shares Shares Weighted- Non-vested at December 31, 2021 294,485 $ 9.86 Granted 256,746 7.89 Vested (161,292) 10.60 Forfeited (5,405) 10.16 Non-vested at December 31, 2022 384,534 8.23 Granted 146,204 4.52 Vested (186,058) 7.81 Forfeited (95,667) 9.25 Non-vested at December 31, 2023 249,013 $ 5.97 The total fair value of restricted stock that vested during the years ended December 31, 2023 and 2022 was $0.9 million and $1.3 million, respectively. The grant-date fair value is the market price of the shares on the date of grant. At December 31, 2023 and 2022 , unrecognized compensation expense related to non-vested restricted stock was $0.9 million and $2.0 million, respectively. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 1.3 years. Restricted Stock Units The Company grants time-vesting restricted share units in accordance with terms specified in the Restricted Stock Unit Agreements. Restricted stock units activity for the years ended December 31, 2023 and 2022 , are as follows: Restricted Stock Units Units Weighted- RSUs at December 31, 2021 128,348 $ 11.45 Vested (19,000) 11.58 Forfeited (6,867) 11.52 RSUs at December 31, 2022 102,481 11.42 Granted 230,816 3.82 Vested (82,730) 10.64 Forfeited (38,000) 11.58 RSUs at December 31, 2023 212,567 $ 3.44 T he total fair value of restricted stock that vested during the years ended December 31, 2023 and 2022 was $0.5 million and $0.1 million, respectively. The grant-date fair value is the market price of the shares on the date of grant. At December 31, 2023 and 2022 , unrecognized compensation expense related to restricted stock units was $0.7 million and $0.4 million. The unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.7 years. RSUs outstanding at December 31, 2023 consist of only time-vesting awards. Employee Stoc k Purchase Plan The Company’s Employee Stock Purchase Plan (“ESPP”) was approved by stockholders in 2012. The Company registered 500,000 shares of its common stock, currently held as treasury shares, for issuance under the ESPP. The purpose of the ESPP is to provide employees with an opportunity to purchase shares of the Company’s common stock through accumulated payroll deductions. The ESPP allows participants to purchase common stock at a purchase price equal to 85% of the fair market value of the common stock on the last business day of a three-month offering period which coincides with calendar quarters. Payroll deductions may not exceed 10% of an employee’s compensation. In addition, for each calendar year, an employee may not be granted purchase rights valued over $25,000, as determined at the time such purchase right is granted. The fair v alue of the discount associated with shares purchased under the plan is recognized as stock-based compensation expense and wa s $14 thousand and $10 thousand for the years ended December 31, 2023 and 2022, respectively. The total fair value of the shares purchased under the plan during each of the years ended December 31, 2023 and 2022 was $0.1 million and $0.1 million , respectively . The employee payment associated with participation in the plan occurs through payroll deductions. Stock-Based Compensation Expense Stock-based compensation expense related to stock options, restricted stock, restricted stock unit grants and stock purchased under the Company’s ESPP was $(0.3) million and $3.3 million during the years ended December 31, 2023 and 2022, respectively. Stock based compensation expense for the year ended December 31, 2023 included an adjustment for actual forfeitures of $1.6 million that reduced the total stock-compensation expense. During 2023, the Company settled vested equity awards of a terminated officer through a cash payment. The cash payment was made to the employee in lieu of the equity awards, which were previously granted and vested. The settlement amount was determined based on the fair value of the equity awards at the time of termination. The Company used the Black-Scholes Model to value the vested equity awards. This transaction resulted in a reduction of the Company's equity awards liability and a corresponding outflow of cash for $617 thousand. The key inputs to the Black-Scholes Model used to estimate the fair value of the vested equity awards, as of the date of the termination were as follows: January 19, 2023 Risk-free interest rate 3.79 % Expected volatility of common stock 90.00 % Expected life of options in years 6.92 Stock price (pre-Reverse Stock Split basis) $ 1.37 Strike Price $ 1.93 401(k) Retirement Plan The Company maintains a 401(k) retirement plan for the benefit of eligible employees in the U.S. All employees are eligible to participate in the plan upon employment. The Company currently matches contributions at 100% of up to 2% of an employee’s compensation . During the years ended December 31, 2023 and 2022 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is calculated by dividing the adjusted net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive common share equivalents consist of incremental shares of common stock issuable upon conversion of convertible notes payable, exercise of stock warrants and vesting and settlement of stock awards. The dilutive effect of non-vested stock issued under share‑based compensation plans, shares issuable under the Employee Stock Purchase Plan (ESPP), employee stock options outstanding, and the prefunded stock warrants are computed using the treasury stock method. The dilutive effect of the Convertible Notes is computed using the if converted method in accordance with ASU 2020-06, which was adopted by the Company on January 1, 2022. The calculation of the basic and diluted earnings (loss) per share for the years ended December 31, 2023 and 2022 is as follows (in thousands): Year ended December 31, 2023 2022 Numerator: Net income (loss) for basic earnings per share $ 24,713 $ (42,305) Adjustments to net income (loss) available to shareholders for diluted earnings Paid-in-Kind interest expense on convertible notes payable and contract consideration convertible notes payable, net of tax 2,284 — Valuation gain on convertible notes carried at fair value, net of tax (29,969) — Net loss for fully dilutive earnings per share $ (2,972) $ (42,305) Denominator: Basic weighted average shares outstanding 24,830 12,404 Dilutive effect of convertible notes payable 3,547 — Diluted weighted average shares outstanding 28,377 12,404 Basic earnings (loss) per share $ 1.00 $ (3.41) Diluted loss per share $ (0.10) $ (3.41) For the year ended December 31, 2023, weighted average shares for employee stock awards and weighted average shares for the Pre-Funded Warrants were not included in the dilution calculation since including them would have an anti-dilutive effect on the loss per share due to the adjusted net loss incurred during the period. For the year ended December 31, 2022, paid-in-kind interest expense, net of tax, on Convertible Notes Payable and the change in fair value related to the Contract Consideration Convertible Notes Payable, net of tax, were not included in the dilution calculation since including them would have an anti-dilutive effect on the loss per share due to the net loss incurred during the period. For the year ended December 31, 2022 weighted average shares for convertible notes payable, weighted average shares for stock warrants and weighted average shares for employee stock awards were not included in the dilution calculation since including them would have an anti-dilutive effect on the loss per share due to the net loss incurred during the period. The table below summarizes net income items that were excluded from the numerator for the diluted earnings calculation and shares that were excluded from the denominator for the diluted earnings calculation due to their anti-dilutive effects on earnings (loss) per share (in thousands): Year ended December 31, 2023 2022 Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation Paid-in-Kind interest expense on convertible notes payable and contract consideration convertible notes payable, net of tax $ — $ 5,956 Valuation gain on convertible notes carried at fair value, net of tax — (75) Total numerator adjustment excluded from diluted earnings computation $ — $ 5,881 Anti-dilutive incremental shares excluded from denominator for diluted earnings computation Average number of diluted shares for convertible notes payable and contract consideration convertible notes payable — 9,108 Average number of diluted shares for stock warrants 1,251 802 Average number of diluted shares for stock options and restricted stock 94 128 Total incremental shares excluded from denominator for diluted earnings computation 1,345 10,038 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Supplemental cash flow information is as follows (in thousands): Years ended December 31, 2023 2022 Supplemental cash payment information: Interest paid $ 434 $ 45 Supplemental non-cash financing and investing activities: Conversion of convertible notes payable to common stock $ 8,996 $ 3,038 Conversion of convertible notes payable to February 2023 Warrants 11,040 — Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants 15,092 — Conversion of Amended Contract Consideration Convertible Notes Payable to common stock 40,638 — Transfer from fixed assets to inventory 15 — Issuance of convertible notes payable as consideration for ProFrac Agreements — 79,460 Interest for the year ended December 31, 2023 includes $0.4 million in interest paid related to the ABL, which was entered into during the third quarter of 2023. Interest for the year ended December 31, 2022 was related to interest payments on capitalized leases. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Related Party Transaction On February 2, 2022, the Company entered into the Initial ProFrac Agreement, upon issuance of $10 million in aggregate principal amount of the convertible notes (the “Contract Consideration Convertible Notes Payable”) to ProFrac Holdings LLC (see Note 9, “Debt and Convertible Notes Payable”). Under the Initial ProFrac Agreement, ProFrac Services, LLC is obligated to order chemicals from the Company at least equal to the greater of (a) the chemicals required for 33% of ProFrac Services, LLC’s hydraulic fracturing fleets and (b) a baseline measured by the first ten hydraulic fracturing fleets deployed by ProFrac Services, LLC during the term of the Initial ProFrac Agreement. If the minimum volumes are not achieved in any given year, ProFrac Services, LLC shall pay to the Company, as liquidated damages an amount equal to twenty-five percent (25%) of the difference between (i) the aggregate purchase price of the quantity of products comprising the minimum purchase obligation and (ii) the actual purchased volume during such calendar year. On May 17, 2022, the Company entered into an amendment to the Initial ProFrac Agreement (the “Amended ProFrac Agreement” and collectively the “ProFrac Agreement”) upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (see Note 9, “Debt and Convertible Notes Payable”). The Initial ProFrac Agreement was amended to (a) increase ProFrac Services, LLC’s minimum purchase obligation for each year to the greater of 70% of ProFrac Services, LLC’s requirements and a baseline measured by ProFrac Services, LLC’s first 30 hydraulic fracturing fleets, and (b) increase the term to 10 years. On February 2, 2023, the Company entered into an amendment to the ProFrac Agreement (the “Amended ProFrac Agreement No. 2”). The Amended ProFrac Agreement No. 2 has an effective date of January 1, 2023. The ProFrac Agreement was amended to (1) provide a ramp-up period from January 1, 2023 to May 31, 2023 for ProFrac Services, LLC to increase the number of active hydraulic fracturing fleets to 30 fleets, (2) waive any Contract Shortfall Fee payment relating to any potential order shortfall prior to January 1, 2023, (3) add additional fees to certain products, and (4) provide margin increases based on margins with non-ProFrac Services, LLC customers. The current measurement period for Contract Shortfall Fees is June 1, 2023 through December 31, 2023. The minimum purchase requirements were not met during the current measurement period, and as a result, related party revenues for the year ended December 31, 2023 and related party receivables as of December 31, 2023 include $20.1 million of Contract Shortfall Fees, of which 10.0 was collected through March 11, 2024 with the remainder due on or before April 8, 2024. During the years ended December 31, 2023 and 2022 , the Company’s revenues from ProFrac Services, LLC were $121.5 million and $80.4 million , respectively. For the years ended December 31, 2023 and 2022, these revenues were net of amortization of contract assets of $5.0 million and $3.4 million, respectively . Cost of sales attributable to these revenues were $99.3 million and $84.5 million, respectively, for the years ended December 31, 2023 and 2022. As of December 31, 2023 and 2022 our accounts receivable from ProFrac Services, LLC was $34.6 million and $22.7 million, respectively which is recorded in accounts receivable, related party on the consolidated balance sheet. Also during 2023 and 2022, we entered into the following related party transactions with ProFrac Holdings, LLC and ProFrac Holdings II, LLC: • PIPE Transaction (see Note 9, “Debt and Convertible Notes Payable”) • Conversion of Contract Consideration Notes Payable (see Note 9, “Debt and Convertible Notes Payable”) • Exercise of February 2023 Warrants (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”) • PreFunded Warrants (see Note 13, “Stockholders’ Equity) As a result of the above related party transactions, ProFrac Holdings, LLC or its affiliates owns approximately 51% of the Company’s common stock as of December 31, 2023. On March 21, 2022, the Convertible Notes Payable which had been purchased by certain funds associated with one of the Company’s directors including the D3 Family Fund and the D3 Bulldog Fund, which aggregated $3.0 million plus $39 thousand of accrued interest and amortization of issuance costs of $90 thousand, were converted into 2,793,030 shares (pre-Reverse Stock Split) of the Company’s common stock. Mr. Ted D. Brown was a Director of the Company beginning in November of 2013 and is the President and CEO of Confluence Resources LP (“Confluence”), a private oil and gas exploration and production company. As of April 15, 2022 Mr. Brown stepped down from being a Director of the Company and Confluence is no longer be considered a related party as of April 15, |
Business Segment, Geographic an
Business Segment, Geographic and Major Customer and Supplier Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segment, Geographic and Major Customer and Supplier Information | Business Segment, Geographic and Major Customer and Supplier Information Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into the following reportable segments: Chemistry Technologies. The CT segment includes green specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies and performance throughout the life cycle of their wells, helping customers improve their sustainability and operational goals. Customers of the CT segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, and international supply chain management companies . Data Analytics. The DA segment includes the design, development, production, sale and support of equipment and services that create and provide valuable information on the composition and properties of energy customers’ hydrocarbon fluids. The company markets products and services that support in-line data analysis of hydrocarbon components and properties. Customers of the DA segment span across the entire oil and gas market, from upstream production to midstream facilities to refineries and distribution networks. Performance is based upon a variety of criteria. The primary financial measure is segment operating income (loss). Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segment. Summarized financial information of the reportable segments is as follows (in thousands): As of and for the years ended December 31, Chemistry Technologies Data Analytics Corporate and Other Total 2023 Revenue from external customers Products $ 56,721 $ 5,275 $ — $ 61,996 Services 2,295 2,227 — 4,522 Total revenue from external customers 59,016 7,502 — 66,518 Revenue from related party Products 120,698 2 — 120,700 Services 205 635 — 840 Total revenue from related parties 120,903 637 — 121,540 Gross profit 20,345 3,918 — 24,263 Change in fair value of contract consideration convertible notes (29,969) — — (29,969) Income (loss) from operations 39,043 (53) (15,767) 23,223 Paid-in-kind interest on contract consideration convertible notes payable 2,129 — — 2,129 Paid-in-kind interest on convertible notes payable — — 238 238 Interest on ABL — — 453 453 Other interest — — 37 37 Depreciation 613 95 26 734 Additions to long-lived assets 180 466 435 1,081 Income tax expense — — (149) (149) 2022 Revenue from external customers Product $ 47,004 $ 3,903 $ — $ 50,907 Service 1,956 1,481 — 3,437 Total revenue from external customers 48,960 5,384 — 54,344 Revenue from related party Product 81,614 — — 81,614 Service 4 130 — 134 Total revenue from related parties 81,618 130 — 81,748 Gross profit (loss) (7,317) 617 — (6,700) Change in fair value of contract consideration convertible notes (75) — — (75) Loss from operations (14,729) (2,877) (17,815) (35,421) Paid-in-kind interest on contract consideration convertible notes payable 4,185 — — 4,185 Paid-in-kind interest on convertible notes payable — — 1,771 1,771 Accrued issuance costs on convertible notes payable — — 912 912 Depreciation 668 63 3 734 Additions to long-lived assets 56 134 231 421 Income tax benefit — — 22 22 Assets of the Company by reportable segments are as follows (in thousands): December 31, 2023 2022 Chemistry Technologies $ 138,559 $ 146,542 Data Analytics 6,604 5,645 Corporate and Other 12,350 12,623 Total assets $ 157,513 $ 164,810 Geographic Information Revenue by country is based on the location where services are provided and products are sold. For the years ended December 31, 2023 and 2022, no individual countries other than the U.S accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands): Years ended December 31, 2023 2022 U.S. (1) $ 180,300 $ 124,399 UAE 6,549 9,257 Other countries 1,209 2,436 Total revenue $ 188,058 $ 136,092 (1) Includes revenue from related parties of $121,540 and $81,748, respectively. Long-lived assets held in countries other than the U.S. are not considered material to the consolidated financial statements. Major Customers Revenue from major customers, as a percentage of consolidated revenue, is as follows (in thousands): Revenue % of Total Revenue Year ended December 31, 2023 Customer A (related party - ProFrac Services, LLC) $ 121,540 64.6 % Year ended December 31, 2022 Customer A (related party - ProFrac Services, LLC) $ 80,359 59.0 % Customer B $ 14,395 10.6 % The concentration with ProFrac Services, LLC and in the oil and gas industry increases credit, commodity and business risk . Major Suppliers Expenditure with major suppliers, as a percentage of consolidated supplier expenditure, is as follows (in thousands): Expenditure % of Total Expenditure Year ended December 31, 2023 Supplier A $ 42,684 30.1 % Supplier B 28,222 19.9 % Supplier C 16,447 11.6 % Year ended December 31, 2022 Supplier A $ 25,057 27.7 % Supplier B 15,302 16.9 % Supplier C 15,255 16.8 % |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events We have evaluated the effects of events that have occurred subsequent to December 31, 2023, and there have been no material events that would require recognition in the 2023 consolidated financial statements or disclosure in the notes to the consolidated financial statements. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 24,713 | $ (42,305) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Cash Equivalents | Cash Equivalents Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. |
Restricted Cash | Restricted Cash |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses On January 1, 2023, the Company adopted Financial Accounting Standards Board (“FASB”) ASC Topic 326, Financial Instruments – Credit Losses (“ASC 326”), which requires the measurement of expected credit losses. The adoption of ASC 326 using a modified retrospective approach did not have a material impact on the consolidated financial statements. ASC 326 requires estimated credit losses to be determined for the expected life of the asset compared to an incurred model which was in effect for periods prior to January 1, 2023. Accounts receivable and accounts receivable, related party, arise from product sales and services and are recorded at the invoiced amount, net of an allowance for credit losses. This value incorporates an allowance for credit losses to reflect any loss anticipated on accounts receivable balances. The Company applies the current expected credit loss (CECL) model, which requires immediate recognition of expected credit losses over the contractual life of receivables and records the appropriate allowance for credit losses as a charge to Operating Cost and Expenses. The allowance for credit losses is based on a combination of the individual customer circumstances, credit conditions, and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. The recovery of accounts receivable previously written off is recorded as a reduction to the allowance for credit losses charged to operating expense. The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political, and civil instability, which can impact the collectability of receivables. |
Contract Assets and Revenue Recognition | Contract Assets The Company’s contract assets represent consideration issued in the form of convertible notes (Contract Consideration Convertible Notes Payable as discussed in Note 9, “Debt and Convertible Notes Payable”) and other incremental costs related to obtaining the ProFrac Agreement (see Note 17, “Related Party Transactions”) during the year ended December 31, 2022. The contract assets are amortized over the term of the ProFrac Agreement (originally 10 years) based on forecasted revenues as goods are transferred to ProFrac Services, LLC and the amortization is presented as a reduction of the transaction price included in related party revenue in the consolidated statements of operations. The contract assets are tested for recoverability on a recurring basis and the Company will recognize an impairment loss to the extent that the carrying amount of the contract assets exceeds the amount of consideration the Company expects to receive in the future for the transfer of goods under the ProFrac Agreement less the direct costs that relate to providing those goods in the future. Based on our tests of recoverability, we did not identify an impairment of the contract assets during the years ended December 31, 2023 and 2022 . Revenue Recognition The Company only has revenue from customers. The Company recognizes revenue when it satisfies performance obligations under the terms of the contract with a customer, and control of the promised goods are transferred to the customer or services are performed, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied. Products and services are sold with fixed or determinable prices. Variable consideration is estimated for the Contract Shortfall Fees from the ProFrac Agreement (see Note 17, “Related Party Transactions”) using the most likely amount and the Company includes an estimated amount of variable consideration in the transaction price only if it is probable that a subsequent change in the estimate of the amount of variable consideration would not result in a significant revenue reversal. A significant revenue reversal would occur if a subsequent change in the estimate of the variable consideration would result in a significant downward adjustment to the amount of cumulative revenue recognized from that contract when the change in estimate occurs. Certain sales include right of return provisions, which are considered when recognizing revenue and deferred accordingly, and discounts offered to customers for prompt payment. The Company does not act as an agent in any of its revenue arrangements. In recognizing revenue for products and services, the Company determines the transaction price of contracts with customers, which may consist of fixed and variable consideration. Determining the transaction price may require judgment by management, which includes identifying performance obligations, estimating variable consideration to include in the transaction price, and determining whether promised goods or services can be distinguished in the context of the contract. The timing of revenue recognition, billings and cash collections results in billed and unbilled accounts receivable included in accounts receivable, net and accounts receivable, related party on our Consolidated Balance Sheet. The majority of the CT segment revenue is chemical products that are sold at a point in time based on when control transfers to the customer determined by agreed upon delivery terms. Contracts with customers for the sale of products generally state the terms of the sale, including the quantity and price of each product purchased. Additionally, the CT segment offers various services associated to products sold which includes field services, installation, maintenance, and other functions. These services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation when the Company has a right to invoice the customer. The DA segment recognizes revenue for sales of equipment at the time of sale based on when control transfers to the customer based on agreed upon delivery terms. Additionally, the Company offers various services associated to products sold which includes field services, installation, maintenance, and other functions. Services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation. There may be additional performance obligations related to providing ongoing or reoccurring maintenance. Revenue for these types of arrangements is recognized ratably over time throughout the contract period. Additionally, the Company provides subscription-type arrangements with customers in which monthly reoccurring revenue is recognized ratably over time in accordance with agreed upon terms and conditions. Customers may be invoiced for such maintenance and subscription-type arrangements and revenue not yet recognizable is reported under accrued liabilities and deferred revenue on the consolidated balance sheets. Subscription-type arrangements were not a material revenue stream in the years ended December 31, 2023 and 2022. Payment terms for both the CT and DA segments are customarily 30-60 days for domestic and 90-120 days f or international from invoice receipt. Under revenue contracts for both products and services, customers are invoiced once the performance obligations have been satisfied, at which point payment is unconditional. Contract assets and liabilities associated with incomplete performance obligations are not material. The Company applies several practical expedients including: • Sales commissions are expensed as selling, general and administrative expenses when incurred because the amortization period is generally one year or less. • The Company’s payment terms are short-term in nature with settlements of one year or less. As a result, the Company does not adjust the promised amount of consideration for the effects of a significant financing component. • In most service contracts, the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance obligations completed to date and as such the Company recognizes revenue in the amount to which it has a right to invoice. • The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Such taxes are included in accrued liabilities on our consolidated balance sheet until remitted to the governmental agency. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our consolidated statement of operations. |
Inventories | Inventories Inventories consist of raw materials and finished goods and are stated at the lower of cost determined using the weighted-average cost method, or net realizable value. Finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. Write-downs or write-offs of inventory are charged to cost of sales. |
Property and Equipment | Property and equipment Property and equipment are stated at cost. Plant and equipment under finance leases are stated at the present value of the lease payments. The Company capitalizes costs associated with the acquisition of major software for internal use. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows: Buildings and leasehold improvements 2-30 years Machinery and equipment 7-10 years Furniture and fixtures 3 years Land improvements 20 years Transportation equipment 2-5 years Computer equipment and software 3-7 years Property and equipment, including ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable, the Company first compares the carrying amount of an asset or asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset. If the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset, the Company will determine the fair value of the asset or asset group. The amount of impairment loss recognized is the excess of the asset or asset group’s carrying amount over its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary. There were no impairments of property and equipment, including ROU assets, during the years ended December 31, 2023 and 2022 . Assets to be disposed of are reported as assets held for sale at the lower of the carrying amount or the asset’s fair value less cost to s ell and depreciation is ceased. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying amount of the asset and the net proceeds received. |
Leases | Leases The Company leases certain facilities, land, vehicles, and equipment. The Company determines if an arrangement is classified as a lease at inception of the arrangement. The Company recognizes a ROU asset and a lease liability at the lease commencement date. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the related lease. Finance leases are under the current and non-current liabilities and the underlying assets are included in property and equipment on the consolidated balance sheet. For operating and finance leases, the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The lease liability is subsequently measured at amortized cost using the effective-interest method. As most of the Company’s leases do not provide an implicit rate of return, on a quarterly basis, the Company’s incremental borrowing rate is used, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments . Operating lease liabilities include the noncancellable period of the lease plus related options to extend or terminate lease terms that are reasonably certain of being exercised. Lease payments included in the measurement of the lease liability comprise fixed payments owed over the lease term. Leases with an initial term of 12 months or less (“short term leases”) are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term. |
Convertible Notes Payable and Liability Classified Contract Consideration Convertible Notes payable | Convertible Notes Payable and Liability Classified Contract Consideration Convertible Notes Payable The Company accounts for the Convertible Notes Payable at amortized cost pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 470, Debt (“ASC 470”). The Company accounted for the Contract Consideration Convertible Notes Payable issued as consideration related to a related party contract (see Note 9, “Debt and Convertible Notes Payable”), as liability classified convertible instruments in accordance with FASB ASC 718, “Stock Compensation” (“ASC 718”). Under ASC 718, liability classified convertible instruments are measured at fair value at the grant date and at each reporting date (see Note 10, “Fair Value Measurements”) with the change in fair value included in the consolidated statements of operations. The Contract Consideration Notes Payable matured and were converted during the year ended December 31, 2023 in accordance with their terms (see Note 9, “Debt and Convertible Notes Payable”). |
Fair Value Measurements | Fair Value Measurements The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions that market participants would use to value an asset or liability and may be observable or unobservable. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. See Note 10, “Fair Value Measurements.” Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement. • Level 1 — Quoted prices in active markets for identical assets or liabilities; • Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs. |
Foreign Currency Translation | Foreign Currency Translation |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in stockholders’ equity, except those arising from investments and distributions to stockholders. The Company’s comprehensive income (loss) includes consolidated net income and foreign currency translation adjustments. |
Research and Development Costs | Research and Development Costs Expenditures for research activities relating to product development and improvement are charged to expense as incurred. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company’s policy is to record interest and penalties related to uncertain tax positions as income tax expense. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense, related to stock options, restricted stock awards and restricted stock units, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience. |
Stock Warrants | Stock Warrants The Company evaluated the Pre-Funded Warrants issued in June 2022 (the “Pre-Funded Warrants”) (see Note 13, “Stockholders’ Equity) in accordance with ASC 815-40, “Contracts in Entity’s Own Equity” and determined that the warrants meet the criteria to be classified within stockholders’ equity and recorded the proceeds received for the Pre-Funded Warrants within additional paid in capital in the consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates. Significant items subject to estimates and assumptions include estimated variable consideration included in contract transaction price; the useful lives of property and equipment; long lived asset impairment assessments; stock-based compensation expense; valuation allowances for accounts receivable, inventories, and deferred tax assets; recoverability and timing of the realization of contract assets; and the fair value of liability classified Contract Consideration Convertible Notes Payable until they were converted and equity classified Pre-Funded Warrants. |
Reclassification | Reclassification |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to U.S. GAAP are established by the FASB. We evaluate the applicability and impact of all authoritative guidance issued by the FASB. Guidance not listed below was assessed and determined to be either not applicable, clarifications of items listed below, immaterial or already adopted by the Company. New Accounting Standards Issued But Not Adopted as of December 31, 2023 The FASB issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.” This standard improves reportable segment disclosure requirements through enhanced disclosures around significant segment expenses. The amendments require interim and annual disclosures of significant segment expenses regularly provided to the chief operating decision maker (“CODM”). In addition, public entities are required to disclose the amount of “other segment items” by segment and their composition; annual disclosures about a reportable segment’s profit/loss and assets; clarify if the CODM uses more than one measure of a segment’s profit or loss in assessing performance and resource allocation and disclose the name and title of the CODM. This ASU is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments are applied retrospectively to all prior periods presented. The Company is currently evaluating the impact of the adoption of the ASU on the related disclosures. The FASB issued ASU No. 2023-09, “ Improvements to Income Tax Disclosures” (“ASU 2023-09”). This amendment was created as a response to requests from investors, lenders, creditors and other parties to enhance transparency and effectiveness of tax disclosures to help them better assess how an entity’s operations and related tax risks affect an entity’s tax rate and potential future cash flows. ASU 2023-09 requires that entities annually disclose the amount of taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions and that those amounts are also disaggregated by individual jurisdictions equal to or greater than 5% of total income taxes paid (net of funds received). ASU 2023-09 adds a requirement that entities disaggregate income (loss) from continuing operations before income tax expense (benefit) between domestic and foreign. The amendments also require entities to disaggregate income tax expense (benefit) by federal, state and foreign jurisdictions. |
Earnings (Loss) Per Share | Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common share is calculated by dividing the adjusted net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive common share equivalents consist of incremental shares of common stock issuable upon conversion of convertible notes payable, exercise of stock warrants and vesting and settlement of stock awards. The dilutive effect of non-vested stock issued under share‑based compensation plans, shares issuable under the Employee Stock Purchase Plan (ESPP), employee stock options outstanding, and the prefunded stock warrants are computed using the treasury stock method. The dilutive effect of the Convertible Notes is computed using the if converted method in accordance with ASU 2020-06, which was adopted by the Company on January 1, 2022. |
Segment Information | Segment Information Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into the following reportable segments: Chemistry Technologies. The CT segment includes green specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies and performance throughout the life cycle of their wells, helping customers improve their sustainability and operational goals. Customers of the CT segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, and international supply chain management companies . Data Analytics. The DA segment includes the design, development, production, sale and support of equipment and services that create and provide valuable information on the composition and properties of energy customers’ hydrocarbon fluids. The company markets products and services that support in-line data analysis of hydrocarbon components and properties. Customers of the DA segment span across the entire oil and gas market, from upstream production to midstream facilities to refineries and distribution networks. Performance is based upon a variety of criteria. The primary financial measure is segment operating income (loss). Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segment. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of allowance for doubtful accounts for continuing operations | Changes in the allowance for credit losses are as follows (in thousands): Years ended December 31, 2023 2022 Balance, beginning of year $ 623 $ 659 Charges to provision for credit losses, net of recoveries 138 203 Write-offs (16) (239) Balance, end of year $ 745 $ 623 |
Schedule of property and equipment | Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows: Buildings and leasehold improvements 2-30 years Machinery and equipment 7-10 years Furniture and fixtures 3 years Land improvements 20 years Transportation equipment 2-5 years Computer equipment and software 3-7 years Property and equipment are as follows (in thousands): December 31, 2023 2022 Land $ 886 $ 886 Land improvements 520 520 Buildings and leasehold improvements 5,483 5,356 Machinery and equipment 6,993 6,758 Furniture and fixtures 520 532 Transportation equipment 945 784 Computer equipment and software 1,696 1,425 Property and equipment 17,043 16,261 Less accumulated depreciation (11,914) (11,435) Property and equipment, net $ 5,129 $ 4,826 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue and cost of sales | Total revenue disaggregated by revenue source is as follows (in thousands): Years ended December 31, 2023 2022 Revenue: Products (1) $ 182,695 $ 132,521 Services 5,363 3,571 $ 188,058 $ 136,092 (1) Product revenues include sales to related parties as described in Note 17, “Related Party Transactions.” Disaggregation of Cost of Sales The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services. Total cost of sales disaggregated is as follows (in thousands): Years ended December 31, 2023 2022 Cost of sales: Tangible goods sold $ 144,720 $ 126,914 Services 528 285 Other 18,547 15,593 $ 163,795 $ 142,792 Cost of sales disaggregated between external and related party sales is as follows (in thousands): Years ended December 31, 2023 2022 Cost of sales: Cost of sales for external customers $ 64,498 $ 56,844 Cost of sales for related parties 99,297 85,948 $ 163,795 $ 142,792 |
Contract Assets (Tables)
Contract Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue Recognition [Abstract] | |
Schedule of outstanding contract assets | Contract assets are as follows (in thousands): December 31, 2023 2022 Contract assets $ 79,688 $ 83,060 Less accumulated amortization (5,032) (3,371) Contract assets, net 74,656 79,689 Less current contract assets (5,836) (7,113) Contract assets, long term $ 68,820 $ 72,576 Years ending December 31, Amortization 2024 $ 5,836 2025 8,642 2026 9,628 2027 9,628 2028 9,628 Thereafter through May 2032 31,294 Total contract assets $ 74,656 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | Inventories are as follows (in thousands): December 31, 2023 2022 Raw materials $ 5,299 $ 5,800 Finished goods 13,660 18,130 Inventories 18,959 23,930 Less reserve for excess and obsolete inventory (6,121) (8,210) Inventories, net $ 12,838 $ 15,720 |
Schedule of reserve for excess and obsolete inventory | Changes in the reserve for excess and obsolete inventory are as follows (in thousands): Years ended December 31, 2023 2022 Balance, beginning of year $ 8,210 $ 10,141 Charged to provisions 959 1,734 Deductions for sales and disposals (3,048) (3,665) Balance, end of the year $ 6,121 $ 8,210 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows: Buildings and leasehold improvements 2-30 years Machinery and equipment 7-10 years Furniture and fixtures 3 years Land improvements 20 years Transportation equipment 2-5 years Computer equipment and software 3-7 years Property and equipment are as follows (in thousands): December 31, 2023 2022 Land $ 886 $ 886 Land improvements 520 520 Buildings and leasehold improvements 5,483 5,356 Machinery and equipment 6,993 6,758 Furniture and fixtures 520 532 Transportation equipment 945 784 Computer equipment and software 1,696 1,425 Property and equipment 17,043 16,261 Less accumulated depreciation (11,914) (11,435) Property and equipment, net $ 5,129 $ 4,826 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of components of lease expense and supplemental cash flow information | The components of lease expense and supplemental cash flow information are as follows (in thousands): Years ended December 31, 2023 2022 Operating lease expense $ 3,552 $ 2,393 Finance lease expense: Amortization of assets 15 15 Interest on lease liabilities 3 12 Total finance lease expense 18 27 Short-term lease expense 300 341 Total lease expense $ 3,870 $ 2,761 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,508 $ 2,934 Operating cash flows from finance leases 34 39 Financing cash flows from finance leases 3 6 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 3,215 $ 22 2025 2,046 — 2026 1,732 — 2027 1,660 — 2028 1,518 — Thereafter 2,815 — Total lease payments $ 12,986 $ 22 Less: Interest (2,861) — Present value of lease liabilities $ 10,125 $ 22 |
Schedule of maturities of lease liabilities | Maturities of lease liabilities as of December 31, 2023 are as follows (in thousands): Years ending December 31, Operating Leases Finance Leases 2024 $ 3,215 $ 22 2025 2,046 — 2026 1,732 — 2027 1,660 — 2028 1,518 — Thereafter 2,815 — Total lease payments $ 12,986 $ 22 Less: Interest (2,861) — Present value of lease liabilities $ 10,125 $ 22 |
Schedule of supplemental balance sheet information | Supplemental balance sheet information related to leases is as follows (in thousands): December 31, 2023 December 31, 2022 Operating Leases Operating lease right-of-use assets $ 5,030 $ 5,900 Current portion of operating lease liabilities $ 2,449 $ 3,328 Long-term operating lease liabilities 7,676 8,044 Total operating lease liabilities $ 10,125 $ 11,372 Finance Leases Property and equipment $ 147 $ 147 Accumulated depreciation (70) (55) Property and equipment, net $ 77 $ 92 Current portion of finance lease liabilities $ 22 $ 36 Long-term finance lease liabilities — 19 Total finance lease liabilities $ 22 $ 55 Weighted Average Remaining Lease Term Operating leases 4.5 years 5.3 years Finance leases 0.5 years 1.6 years Weighted Average Discount Rate Operating leases 7.8 % 9.3 % Finance leases 8.5 % 8.9 % |
Schedule of future sublease rental income | Sublease rental income for future years are as follows (in thousands): Years ending December 31, Rental Income 2024 $ 767 2025 767 2026 767 2027 767 2028 767 Thereafter 1,406 Total rental income $ 5,241 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of current accrued liabilities | Current accrued liabilities are as follows (in thousands): December 31, 2023 2022 Severance costs (see Note 12, “Commitments and Contingencies”) $ 648 $ 2,617 Payroll and benefits 2,138 684 Legal costs 37 447 Contingent liability for earn-out provision 56 583 Deferred revenue, current 550 655 Taxes other than income taxes 656 1,884 Other 1,805 2,114 Total current accrued liabilities $ 5,890 $ 8,984 |
Debt and Convertible Notes Pa_2
Debt and Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | Long-term debt, including current portion, is as follows (in thousands): December 31, 2023 2022 Flotek PPP loan $ 239 $ 4,788 Less current maturities (179) (2,052) Total long-term debt, net of current portion $ 60 $ 2,736 |
Schedule of loan repayments | Loan repayments are scheduled as follows (in thousands): Years ending December 31, 2024 179 2025 60 Total Flotek PPP loan $ 239 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements, recurring | The following table presents the Company’s liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy (in thousands): December 31, December 31, Level 1 Level 2 Level 3 2023 Level 1 Level 2 Level 3 2022 Contingent earnout consideration $ — $ — $ 56 $ 56 $ — $ — $ 583 $ 583 Initial ProFrac Agreement contract consideration convertible notes — — — — — — 14,220 14,220 Amended ProFrac Agreement contract consideration convertible notes — — — — — — 69,350 69,350 Total $ — $ — $ 56 $ 56 $ — $ — $ 84,153 $ 84,153 |
Schedule of valuation techniques | December 31, 2023 2022 Risk-free interest rate 4.58% 4.34% Expected volatility 70.0% 100.0% Term until liquidation (years) 1.38 2.38 Stock price (pre-Reverse Stock Split basis for 2022) $3.92 $1.12 Discount rate 11.86% 9.95% December 31, 2022 Risk-free interest rate 4.12% Expected volatility 100.0% Term until liquidation (years) 0.09 Stock price (pre-Reverse Stock Split basis) $1.12 Discount rate 4.12% The key inputs into the Monte Carlo simulation used to estimate the fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, that matured on May 17, 2023, as of December 31, 2022 were as follows: December 31, 2022 Risk-free interest rate 4.59% Expected volatility 100.0% Term until liquidation (years) 0.38 Stock price (pre-Reverse Stock Split basis) $1.12 Discount rate 4.59% |
Schedule of fair value, liabilities measured on recurring basis, unobservable input reconciliation | The following table presents the changes in balances of liabilities for the years ended December 31, 2023 and 2022 classified as Level 3 balances (in thousands): Years ended December 31, 2023 2022 Balance - beginning of period $ 84,153 $ 608 Transfer of Initial ProFrac Agreement contract consideration convertible notes payable from Level 2 — 10,000 Issuance of Amended ProFrac Agreement contract consideration convertible notes payable — 69,460 Increase in principle of Initial ProFrac Agreement contract consideration convertible notes payable for paid-in-kind interest 85 954 Increase in principle of Amended ProFrac Agreement contract consideration convertible notes payable for paid-in-kind interest 2,044 3,231 Change in fair value of contingent earnout consideration (527) (25) Change in fair value of Initial ProFrac Agreement contract consideration convertible notes payable 786 3,266 Change in fair value of Amended ProFrac Agreement contract consideration convertible notes payable (30,755) (3,341) Conversion of Initial ProFrac Agreement contract consideration convertible notes on maturity (15,092) — Conversion of Amended ProFrac Agreement contract consideration convertible notes on maturity (40,638) — Balance - end of period $ 56 $ 84,153 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense (benefit) | Components of the income tax expense (benefit) are as follows (in thousands): Years ended December 31, 2023 2022 Current: Federal $ — $ 101 State 45 2 Foreign — — Total current expense 45 103 Deferred: Federal — — State 104 (125) Foreign — — Total deferred expense (benefit) 104 (125) Income tax expense (benefit) $ 149 $ (22) |
Schedule of domestic and foreign net income (loss) before taxes | The components of income (loss) before income taxes are as follows (in thousands): Years ended December 31, 2023 2022 United States $ 25,315 $ (42,242) Foreign (453) (85) Income (loss) before income taxes $ 24,862 $ (42,327) |
Schedule of effective income (loss) tax rate reconciliation | The income tax expense (benefit) differed from the amounts computed by applying the U.S. federal income tax rate of 21% respectively, to income (loss) before income tax for the reasons set forth below: Years ended December 31, 2023 2022 U.S. federal statutory tax rate 21.0 % 21.0 % State income taxes, net of federal benefit 0.5 0.2 Non-U.S. income taxed at different rates 0.3 (0.1) Tax benefit related to stock-based awards 0.7 (0.4) Change in valuation allowance (20.9) (21.8) Permanent differences related to CARES Act (3.6) — Other 2.6 1.2 Effective income tax rate 0.6 % 0.1 % |
Schedule of deferred tax assets and liabilities | The component of deferred tax assets and liabilities are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 45,314 $ 41,453 Intangible assets 3,501 4,066 Tax credit carryforwards 3,923 4,011 Goodwill 4,513 4,920 Property and equipment 3,314 3,644 Lease liability 2,507 2,634 Inventory valuation reserves 1,359 2,033 Allowance for doubtful accounts 1,196 1,180 Accrued liabilities 383 320 Accrued compensation 485 491 Equity compensation 132 536 Interest limitation 137 1,616 Other 24 230 Total gross deferred tax assets 66,788 67,134 Valuation allowance (59,066) (64,960) Total deferred tax assets, net 7,722 2,174 Deferred tax liabilities: ROU asset (1,203) (1,377) Contract asset (5,813) — Prepaid insurance and other (406) (393) Total gross deferred tax liabilities (7,422) (1,770) Net deferred tax assets $ 300 $ 404 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of valuation assumptions | The key inputs into the Black-Scholes Option Pricing Model used to estimate the fair value of the Pre-Funded Warrants as of the issuance on June 21, 2022 were as follows: Risk-free interest rate 3.21% Expected volatility 90.0% Term until liquidation (years) 2.00 Stock price (pre-Reverse Stock Split) $1.11 Strike price (exercise fee) $4.5 million The following table sets forth significant assumptions used in the Monte Carlo model for performance-based options to determine the fair value of the options awarded in June 2023 at the date of grant for the year ended December 31, 2023. June 7, 2023 Awards Risk-free interest rate 3.79 % Expected volatility of common stock 110.00 % Expected life of options in years 10.0 Dividend yield — % The following table sets forth significant assumptions used in the Black-Scholes model for market-based options to determine the fair value of the options awarded in December 2023 at the date of grant for the year ended December 31, 2023. December 5, 2023 Awards Risk-free interest rate 4.13 % Expected volatility of common stock 90.60 % Expected life of options in years 6.5 Dividend yield — % The key inputs to the Black-Scholes Model used to estimate the fair value of the vested equity awards, as of the date of the termination were as follows: January 19, 2023 Risk-free interest rate 3.79 % Expected volatility of common stock 90.00 % Expected life of options in years 6.92 Stock price (pre-Reverse Stock Split basis) $ 1.37 Strike Price $ 1.93 |
Stock-Based Compensation and _2
Stock-Based Compensation and Other Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock options | Stock option activity for the years ended December 31, 2023 and 2022, are as follows: Shares Weighted-Average Weighted-Average Outstanding as of December 31, 2021 713,650 Granted — $ — $ — Exercised — — — Forfeited — — — Expired (20,000) 4.32 0.60 Outstanding as of December 31, 2022 693,650 Granted 190,728 3.42 2.57 Exercised — — — Forfeited (457,815) 7.10 7.28 Expired (130,000) $ 7.97 $ 5.94 Outstanding as of December 31, 2023 296,563 Vested or expected to vest at December 31, 2023 252,891 The below table shows the aggregate intrinsic value and weighted average remaining contractual term of share options outstanding, currently exercisable and vested or expected to vest. Share Options Outstanding Share Options Currently Exercisable Share Options Vested or Expected to Vest Number 296,563 10,000 252,891 Weighted-average exercise price $ 4.42 $ 4.32 $ 4.56 Aggregate intrinsic value ($000’s) 95 — 78 Weighted-average remaining contractual term in years 8.7 1.59 8.55 |
Schedule of valuation assumptions | The key inputs into the Black-Scholes Option Pricing Model used to estimate the fair value of the Pre-Funded Warrants as of the issuance on June 21, 2022 were as follows: Risk-free interest rate 3.21% Expected volatility 90.0% Term until liquidation (years) 2.00 Stock price (pre-Reverse Stock Split) $1.11 Strike price (exercise fee) $4.5 million The following table sets forth significant assumptions used in the Monte Carlo model for performance-based options to determine the fair value of the options awarded in June 2023 at the date of grant for the year ended December 31, 2023. June 7, 2023 Awards Risk-free interest rate 3.79 % Expected volatility of common stock 110.00 % Expected life of options in years 10.0 Dividend yield — % The following table sets forth significant assumptions used in the Black-Scholes model for market-based options to determine the fair value of the options awarded in December 2023 at the date of grant for the year ended December 31, 2023. December 5, 2023 Awards Risk-free interest rate 4.13 % Expected volatility of common stock 90.60 % Expected life of options in years 6.5 Dividend yield — % The key inputs to the Black-Scholes Model used to estimate the fair value of the vested equity awards, as of the date of the termination were as follows: January 19, 2023 Risk-free interest rate 3.79 % Expected volatility of common stock 90.00 % Expected life of options in years 6.92 Stock price (pre-Reverse Stock Split basis) $ 1.37 Strike Price $ 1.93 |
Schedule of restricted stock activity | Restricted stock share activity for the years ended December 31, 2023 and 2022, are as follows: Restricted Stock Shares Shares Weighted- Non-vested at December 31, 2021 294,485 $ 9.86 Granted 256,746 7.89 Vested (161,292) 10.60 Forfeited (5,405) 10.16 Non-vested at December 31, 2022 384,534 8.23 Granted 146,204 4.52 Vested (186,058) 7.81 Forfeited (95,667) 9.25 Non-vested at December 31, 2023 249,013 $ 5.97 |
Schedule of restricted stock unit activity | Restricted stock units activity for the years ended December 31, 2023 and 2022 , are as follows: Restricted Stock Units Units Weighted- RSUs at December 31, 2021 128,348 $ 11.45 Vested (19,000) 11.58 Forfeited (6,867) 11.52 RSUs at December 31, 2022 102,481 11.42 Granted 230,816 3.82 Vested (82,730) 10.64 Forfeited (38,000) 11.58 RSUs at December 31, 2023 212,567 $ 3.44 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted earnings (loss) per share | The calculation of the basic and diluted earnings (loss) per share for the years ended December 31, 2023 and 2022 is as follows (in thousands): Year ended December 31, 2023 2022 Numerator: Net income (loss) for basic earnings per share $ 24,713 $ (42,305) Adjustments to net income (loss) available to shareholders for diluted earnings Paid-in-Kind interest expense on convertible notes payable and contract consideration convertible notes payable, net of tax 2,284 — Valuation gain on convertible notes carried at fair value, net of tax (29,969) — Net loss for fully dilutive earnings per share $ (2,972) $ (42,305) Denominator: Basic weighted average shares outstanding 24,830 12,404 Dilutive effect of convertible notes payable 3,547 — Diluted weighted average shares outstanding 28,377 12,404 Basic earnings (loss) per share $ 1.00 $ (3.41) Diluted loss per share $ (0.10) $ (3.41) The table below summarizes net income items that were excluded from the numerator for the diluted earnings calculation and shares that were excluded from the denominator for the diluted earnings calculation due to their anti-dilutive effects on earnings (loss) per share (in thousands): Year ended December 31, 2023 2022 Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation Paid-in-Kind interest expense on convertible notes payable and contract consideration convertible notes payable, net of tax $ — $ 5,956 Valuation gain on convertible notes carried at fair value, net of tax — (75) Total numerator adjustment excluded from diluted earnings computation $ — $ 5,881 Anti-dilutive incremental shares excluded from denominator for diluted earnings computation Average number of diluted shares for convertible notes payable and contract consideration convertible notes payable — 9,108 Average number of diluted shares for stock warrants 1,251 802 Average number of diluted shares for stock options and restricted stock 94 128 Total incremental shares excluded from denominator for diluted earnings computation 1,345 10,038 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of supplemental cash flow information | Supplemental cash flow information is as follows (in thousands): Years ended December 31, 2023 2022 Supplemental cash payment information: Interest paid $ 434 $ 45 Supplemental non-cash financing and investing activities: Conversion of convertible notes payable to common stock $ 8,996 $ 3,038 Conversion of convertible notes payable to February 2023 Warrants 11,040 — Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants 15,092 — Conversion of Amended Contract Consideration Convertible Notes Payable to common stock 40,638 — Transfer from fixed assets to inventory 15 — Issuance of convertible notes payable as consideration for ProFrac Agreements — 79,460 |
Business Segment, Geographic _2
Business Segment, Geographic and Major Customer and Supplier Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of financial information regarding reportable segments | Summarized financial information of the reportable segments is as follows (in thousands): As of and for the years ended December 31, Chemistry Technologies Data Analytics Corporate and Other Total 2023 Revenue from external customers Products $ 56,721 $ 5,275 $ — $ 61,996 Services 2,295 2,227 — 4,522 Total revenue from external customers 59,016 7,502 — 66,518 Revenue from related party Products 120,698 2 — 120,700 Services 205 635 — 840 Total revenue from related parties 120,903 637 — 121,540 Gross profit 20,345 3,918 — 24,263 Change in fair value of contract consideration convertible notes (29,969) — — (29,969) Income (loss) from operations 39,043 (53) (15,767) 23,223 Paid-in-kind interest on contract consideration convertible notes payable 2,129 — — 2,129 Paid-in-kind interest on convertible notes payable — — 238 238 Interest on ABL — — 453 453 Other interest — — 37 37 Depreciation 613 95 26 734 Additions to long-lived assets 180 466 435 1,081 Income tax expense — — (149) (149) 2022 Revenue from external customers Product $ 47,004 $ 3,903 $ — $ 50,907 Service 1,956 1,481 — 3,437 Total revenue from external customers 48,960 5,384 — 54,344 Revenue from related party Product 81,614 — — 81,614 Service 4 130 — 134 Total revenue from related parties 81,618 130 — 81,748 Gross profit (loss) (7,317) 617 — (6,700) Change in fair value of contract consideration convertible notes (75) — — (75) Loss from operations (14,729) (2,877) (17,815) (35,421) Paid-in-kind interest on contract consideration convertible notes payable 4,185 — — 4,185 Paid-in-kind interest on convertible notes payable — — 1,771 1,771 Accrued issuance costs on convertible notes payable — — 912 912 Depreciation 668 63 3 734 Additions to long-lived assets 56 134 231 421 Income tax benefit — — 22 22 Assets of the Company by reportable segments are as follows (in thousands): December 31, 2023 2022 Chemistry Technologies $ 138,559 $ 146,542 Data Analytics 6,604 5,645 Corporate and Other 12,350 12,623 Total assets $ 157,513 $ 164,810 |
Schedule of revenue by geographic location | Revenue by geographic location is as follows (in thousands): Years ended December 31, 2023 2022 U.S. (1) $ 180,300 $ 124,399 UAE 6,549 9,257 Other countries 1,209 2,436 Total revenue $ 188,058 $ 136,092 (1) Includes revenue from related parties of $121,540 and $81,748, respectively. |
Schedule of revenue by major customers | Revenue from major customers, as a percentage of consolidated revenue, is as follows (in thousands): Revenue % of Total Revenue Year ended December 31, 2023 Customer A (related party - ProFrac Services, LLC) $ 121,540 64.6 % Year ended December 31, 2022 Customer A (related party - ProFrac Services, LLC) $ 80,359 59.0 % Customer B $ 14,395 10.6 % |
Schedule of expenditure with major suppliers by reporting segments | Expenditure with major suppliers, as a percentage of consolidated supplier expenditure, is as follows (in thousands): Expenditure % of Total Expenditure Year ended December 31, 2023 Supplier A $ 42,684 30.1 % Supplier B 28,222 19.9 % Supplier C 16,447 11.6 % Year ended December 31, 2022 Supplier A $ 25,057 27.7 % Supplier B 15,302 16.9 % Supplier C 15,255 16.8 % |
Organization and Nature of Op_2
Organization and Nature of Operations (Details) $ in Thousands | 2 Months Ended | 12 Months Ended | |||
Apr. 08, 2024 USD ($) | Mar. 11, 2024 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Feb. 02, 2022 | |
Organization and Nature of Operations [Line Items] | |||||
Number of operation segments (segments) | segment | 2 | ||||
Gross profit | $ 24,263 | $ (6,700) | |||
Net income (loss) | 24,713 | $ (42,305) | |||
Related Party | Contract Service Fee | |||||
Organization and Nature of Operations [Line Items] | |||||
Amounts of transaction | $ 20,100 | ||||
Related Party | Contract Service Fee | Subsequent Event | |||||
Organization and Nature of Operations [Line Items] | |||||
Amounts of transaction | $ 10,000 | ||||
ProFrac Services, LLC | Related Party | Contract Service Fee | Forecast | |||||
Organization and Nature of Operations [Line Items] | |||||
Amounts of transaction | $ 10,100 | ||||
Convertible Debt | PIPE Transaction | Related Party | |||||
Organization and Nature of Operations [Line Items] | |||||
Conditional revenue shortfall rate (percent) | 25% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Restricted cash | $ 102 | $ 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss | ||
Balance, beginning of year | $ 623 | $ 659 |
Charges to provision for credit losses, net of recoveries | 138 | 203 |
Write-offs | (16) | (239) |
Balance, end of year | $ 745 | $ 623 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Buildings and leasehold improvements | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 2 years |
Buildings and leasehold improvements | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 30 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 7 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 10 years |
Furniture and fixtures | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 3 years |
Land improvements | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 20 years |
Transportation equipment | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 2 years |
Transportation equipment | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 5 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 3 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment | |
Property, plant and equipment, useful life | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Revenue Recognition (Details) | Dec. 31, 2023 |
Chemistry Technologies | Minimum | |
Segment Reporting Information | |
Payment period (in days) | 30 days |
Chemistry Technologies | Minimum | International | |
Segment Reporting Information | |
Payment period (in days) | 90 days |
Chemistry Technologies | Maximum | |
Segment Reporting Information | |
Payment period (in days) | 60 days |
Chemistry Technologies | Maximum | International | |
Segment Reporting Information | |
Payment period (in days) | 120 days |
Data Analytics | Minimum | |
Segment Reporting Information | |
Payment period (in days) | 30 days |
Data Analytics | Minimum | International | |
Segment Reporting Information | |
Payment period (in days) | 90 days |
Data Analytics | Maximum | |
Segment Reporting Information | |
Payment period (in days) | 60 days |
Data Analytics | Maximum | International | |
Segment Reporting Information | |
Payment period (in days) | 120 days |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 | |
ProFrac Agreement | |
Debt Instrument | |
Amortization period | 10 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue | ||
Revenue from external customers | $ 188,058 | $ 136,092 |
Products | ||
Disaggregation of Revenue | ||
Revenue from external customers | 182,695 | 132,521 |
Services | ||
Disaggregation of Revenue | ||
Revenue from external customers | $ 5,363 | $ 3,571 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Cost of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue | ||
Cost of sales | $ 163,795 | $ 142,792 |
Nonrelated Party | ||
Disaggregation of Revenue | ||
Cost of sales | 64,498 | 56,844 |
Related Party | ||
Disaggregation of Revenue | ||
Cost of sales | 99,297 | 85,948 |
Tangible goods sold | ||
Disaggregation of Revenue | ||
Cost of sales | 144,720 | 126,914 |
Services | ||
Disaggregation of Revenue | ||
Cost of sales | 528 | 285 |
Other | ||
Disaggregation of Revenue | ||
Cost of sales | $ 18,547 | $ 15,593 |
Contract Assets - Contract Asse
Contract Assets - Contract Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Contract Asset | ||
Contract assets | $ 79,688 | $ 83,060 |
Less accumulated amortization | (5,032) | (3,371) |
Contract assets, net | 74,656 | 79,689 |
Less current contract assets | (5,836) | (7,113) |
Contract assets, long term | $ 68,820 | $ 72,576 |
Contract Assets - Narrative (De
Contract Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | May 17, 2022 | |
Disaggregation of Revenue | |||
Contract assets | $ 79,688 | $ 83,060 | |
Capitalized contract fees | 3,600 | ||
Long-term contract assets | 68,820 | 72,576 | |
Amortization of contract into revenue | $ 5,000 | 3,400 | |
ProFrac Agreement | |||
Disaggregation of Revenue | |||
Contract assets | $ 10,000 | $ 69,500 |
Contract Assets - Estimated Amo
Contract Assets - Estimated Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue Recognition [Abstract] | ||
2024 | $ 5,836 | |
2025 | 8,642 | |
2026 | 9,628 | |
2027 | 9,628 | |
2028 | 9,628 | |
Thereafter through May 2032 | 31,294 | |
Contract assets, net | $ 74,656 | $ 79,689 |
Inventories - Components of Inv
Inventories - Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 5,299 | $ 5,800 | |
Finished goods | 13,660 | 18,130 | |
Inventories | 18,959 | 23,930 | |
Less reserve for excess and obsolete inventory | (6,121) | (8,210) | $ (10,141) |
Inventories, net | $ 12,838 | $ 15,720 |
Inventories - Reserve for Exces
Inventories - Reserve for Excess and Obsolete Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Valuation Reserves Roll Forward | ||
Balance, beginning of year | $ 8,210 | $ 10,141 |
Charged to provisions | 959 | 1,734 |
Deductions for sales and disposals | (3,048) | (3,665) |
Balance, end of the year | $ 6,121 | $ 8,210 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory | ||
Charged to provisions | $ 959 | $ 1,734 |
Chemistry Technologies | ||
Inventory | ||
Charged to provisions | 800 | 1,600 |
Inventory write-down | 1,000 | |
Data Analytics | ||
Inventory | ||
Charged to provisions | $ 200 | $ 100 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Components of Property, Plant and Equipment | ||
Property and equipment | $ 17,043 | $ 16,261 |
Less accumulated depreciation | (11,914) | (11,435) |
Property and equipment, net | 5,129 | 4,826 |
Land | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 886 | 886 |
Land improvements | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 520 | 520 |
Buildings and leasehold improvements | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 5,483 | 5,356 |
Machinery and equipment | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 6,993 | 6,758 |
Furniture and fixtures | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 520 | 532 |
Transportation equipment | ||
Components of Property, Plant and Equipment | ||
Property and equipment | 945 | 784 |
Computer equipment and software | ||
Components of Property, Plant and Equipment | ||
Property and equipment | $ 1,696 | $ 1,425 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) facility | |
Property, Plant and Equipment | ||
Depreciation | $ 734 | $ 734 |
Proceeds from sale of assets held for sale | 5,800 | |
Gain on the sales of property | $ 38 | $ 2,916 |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||
Property, Plant and Equipment | ||
Number of facilities | facility | 2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Rental income | $ 0.4 | |
Sublease rent | $ 0.3 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease expense | $ 3,552 | $ 2,393 |
Finance lease expense: | ||
Amortization of assets | 15 | 15 |
Interest on lease liabilities | 3 | 12 |
Total finance lease expense | 18 | 27 |
Short-term lease expense | 300 | 341 |
Total lease expense | 3,870 | 2,761 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | 5,508 | 2,934 |
Operating cash flows from finance leases | 34 | 39 |
Financing cash flows from finance leases | $ 3 | $ 6 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 3,215 | |
2025 | 2,046 | |
2026 | 1,732 | |
2027 | 1,660 | |
2028 | 1,518 | |
Thereafter | 2,815 | |
Total lease payments | 12,986 | |
Less: Interest | (2,861) | |
Present value of lease liabilities | 10,125 | $ 11,372 |
Finance Leases | ||
2024 | 22 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 0 | |
Total lease payments | 22 | |
Less: Interest | 0 | |
Present value of lease liabilities | $ 22 | $ 55 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Operating lease right-of-use assets | $ 5,030 | $ 5,900 |
Current portion of operating lease liabilities | 2,449 | 3,328 |
Long-term operating lease liabilities | 7,676 | 8,044 |
Total operating lease liabilities | 10,125 | 11,372 |
Finance Leases | ||
Property and equipment | 147 | 147 |
Accumulated depreciation | (70) | (55) |
Property and equipment, net | 77 | 92 |
Current portion of finance lease liabilities | 22 | 36 |
Long-term finance lease liabilities | 0 | 19 |
Total finance lease liabilities | $ 22 | $ 55 |
Weighted Average Remaining Lease Term | ||
Operating leases (in years) | 4 years 6 months | 5 years 3 months 18 days |
Finance leases (in years) | 6 months | 1 year 7 months 6 days |
Weighted Average Discount Rate | ||
Operating leases (in percentage) | 7.80% | 9.30% |
Finance leases (in percentage) | 8.50% | 8.90% |
Leases -Future Sublease Rental
Leases -Future Sublease Rental Income (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Rental Income | |
2024 | $ 767 |
2025 | 767 |
2026 | 767 |
2027 | 767 |
2028 | 767 |
Thereafter | 1,406 |
Total rental income | $ 5,241 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Current Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued liabilities, current | ||
Severance costs (see Note 12, “Commitments and Contingencies”) | $ 648 | $ 2,617 |
Payroll and benefits | 2,138 | 684 |
Legal costs | 37 | 447 |
Contingent liability for earn-out provision | 56 | 583 |
Deferred revenue, current | 550 | 655 |
Taxes other than income taxes | 656 | 1,884 |
Other | 1,805 | 2,114 |
Total current accrued liabilities | $ 5,890 | $ 8,984 |
Debt and Convertible Notes Pa_3
Debt and Convertible Notes Payable - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 06, 2023 shares | Aug. 14, 2023 USD ($) | May 17, 2023 USD ($) $ / shares shares | Feb. 02, 2023 USD ($) $ / shares shares | Jan. 05, 2023 USD ($) | Mar. 21, 2022 USD ($) shares | Feb. 02, 2022 USD ($) day $ / shares | Apr. 30, 2020 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 04, 2023 USD ($) | May 17, 2022 USD ($) | |
Debt Instrument | |||||||||||||
Asset-based loan | $ 7,492,000 | $ 0 | |||||||||||
Interest expense on debt | 453,000 | ||||||||||||
Other income | 4,522,000 | 0 | |||||||||||
Conversion of convertible notes payable to common stock | 40,638,000 | 0 | |||||||||||
Amortization of convertible note issuance cost | 83,000 | 1,002,000 | |||||||||||
Accrued interest | 0 | 130,000 | |||||||||||
Convertible notes payable | 0 | 19,799,000 | |||||||||||
Other interest expense | 37,000 | ||||||||||||
Related Party | February 2023 Warrants | ProFrac Holdings LLC | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 12,683,281 | ||||||||||||
Line of Credit | Asset Based Loan | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument term (years) | 24 months | ||||||||||||
Initial credit availability | $ 13,800,000 | ||||||||||||
Percentage of eligible accounts receivable (percent) | 85% | ||||||||||||
Percentage value of eligible inventory (percent) | 60% | ||||||||||||
Interest expense on debt | 500,000 | ||||||||||||
Annual fee amount | 100,000 | ||||||||||||
Unamortized issuance cost | $ 500,000 | ||||||||||||
Debt instrument stated interest rate (percent) | 5.50% | 11% | |||||||||||
Commitment fee percentage (percent) | 1% | ||||||||||||
Debt instrument, non usage fee (percent) | 0.25% | ||||||||||||
Debt instrument, termination fee contingency period | 12 months | ||||||||||||
Line of credit facility covenant amount minimum tangible net worth | $ 11,000,000 | ||||||||||||
Line of Credit | Asset Based Loan | Period One | |||||||||||||
Debt Instrument | |||||||||||||
Early termination fee (percent) | 2.50% | ||||||||||||
Line of Credit | Asset Based Loan | Period Two | |||||||||||||
Debt Instrument | |||||||||||||
Early termination fee (percent) | 1.50% | ||||||||||||
Line of Credit | Asset Based Loan | Prime Rate | |||||||||||||
Debt Instrument | |||||||||||||
Basis spread on variable rate (percent) | 2.50% | ||||||||||||
Line of Credit | Asset Based Loan | Maximum | |||||||||||||
Debt Instrument | |||||||||||||
Percentage of eligible accounts receivable (percent) | 100% | ||||||||||||
Unsecured Debt | Flotek PPP loan | |||||||||||||
Debt Instrument | |||||||||||||
Proceeds from debt | $ 4,800,000 | ||||||||||||
Forgiveness of debt | $ 4,400,000 | ||||||||||||
Principal amount | 239,000 | 4,788,000 | $ 4,800,000 | ||||||||||
Accrued interest forgiveness | 100,000 | ||||||||||||
Aggregate principal amount | $ 400,000 | ||||||||||||
Other income | $ 4,500,000 | ||||||||||||
Gain (loss) on extinguishment of debt, principal | 4,400,000 | ||||||||||||
Gain (loss) on extinguishment of debt, accrued interest | $ 100,000 | ||||||||||||
Convertible Debt | February 2023 Warrants | |||||||||||||
Debt Instrument | |||||||||||||
Conversion price (in dollar per share) | $ / shares | $ 0.0001 | ||||||||||||
Convertible Debt | PIPE Transaction | |||||||||||||
Debt Instrument | |||||||||||||
Unamortized issuance cost | $ 1,100,000 | ||||||||||||
Debt instrument stated interest rate (percent) | 10% | ||||||||||||
Aggregate principal amount | $ 21,200,000 | ||||||||||||
Proceeds from convertible notes | $ 20,100,000 | ||||||||||||
Conversion price (in dollar per share) | $ / shares | $ 1.088125 | ||||||||||||
Stock price trigger (in dollars per share) | $ / shares | 0.8705 | 2.50 | |||||||||||
Stock price trigger for trading period (in dollars per share) | $ / shares | $ 1.741 | ||||||||||||
Threshold trading days | day | 20 | ||||||||||||
Consecutive trading days | day | 30 | ||||||||||||
Conversion of convertible notes payable to common stock | $ 3,000,000 | ||||||||||||
Conversion of notes to common stock (shares) | shares | 2,793,030 | ||||||||||||
Paid in kind interest expense | 200,000 | 1,800,000 | |||||||||||
Amortization of convertible note issuance cost | 83,000 | 1,000,000 | |||||||||||
Convertible Debt | PIPE Transaction | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 465,505 | ||||||||||||
Convertible Debt | ProFrac Agreement Contract | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument stated interest rate (percent) | 10% | ||||||||||||
Aggregate principal amount | $ 10,000,000 | ||||||||||||
Conversion price (in dollar per share) | $ / shares | $ 1.19 | ||||||||||||
Accrued interest | 85,000 | 1,000,000 | |||||||||||
Other interest expense | 85,000 | 1,000,000 | |||||||||||
Convertible debt, fair value disclosures | $ 15,100,000 | ||||||||||||
Convertible Debt | ProFrac Agreement Contract | February 2023 Warrants | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 2,113,881 | ||||||||||||
Convertible Debt | ProFrac Agreement Contract | Related Party | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 12,683,281 | ||||||||||||
Convertible Debt | ProFrac Agreement Contract | Related Party | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 2,113,881 | ||||||||||||
Convertible Debt | ProFrac Agreement Contract | Estimate of Fair Value Measurement | |||||||||||||
Debt Instrument | |||||||||||||
Convertible debt, fair value disclosures | $ 10,000,000 | ||||||||||||
Convertible Debt | Amended ProFrac Agreement | |||||||||||||
Debt Instrument | |||||||||||||
Debt instrument stated interest rate (percent) | 10% | ||||||||||||
Aggregate principal amount | $ 50,000,000 | ||||||||||||
Conversion price (in dollar per share) | $ / shares | $ 0.64 | ||||||||||||
Other interest expense | $ 2,000,000 | $ 3,200,000 | |||||||||||
Convertible debt, fair value disclosures | $ 40,600,000 | ||||||||||||
Convertible Debt | Amended ProFrac Agreement | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 10,582,821 | ||||||||||||
Convertible Debt | Amended ProFrac Agreement | February 2023 Warrants | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 2,113,880 | ||||||||||||
Convertible Debt | Amended ProFrac Agreement | Related Party | |||||||||||||
Debt Instrument | |||||||||||||
Conversion price (in dollar per share) | $ / shares | $ 0.8705 | ||||||||||||
Conversion of notes to common stock (shares) | shares | 12,683,280 | 63,496,922 | 12,683,280 | ||||||||||
Paid in kind interest expense | $ 1,000,000 | ||||||||||||
Convertible notes payable | $ 11,000,000 | ||||||||||||
Convertible debt, fair value disclosures | $ 40,600,000 | ||||||||||||
Convertible Debt | Amended ProFrac Agreement | Related Party | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 2,113,880 | ||||||||||||
Convertible Debt | Amended ProFrac Agreement | Estimate of Fair Value Measurement | |||||||||||||
Debt Instrument | |||||||||||||
Convertible debt, fair value disclosures | $ 69,500,000 | ||||||||||||
Convertible Notes Payable | Related Party | |||||||||||||
Debt Instrument | |||||||||||||
Amortization of convertible note issuance cost | $ 90,000 | ||||||||||||
Convertible Notes Payable | Other Convertible Debt | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 10,335,840 | ||||||||||||
Paid in kind interest expense | $ 800,000 | ||||||||||||
Convertible notes payable | $ 9,000,000 | ||||||||||||
Convertible Notes Payable | Other Convertible Debt | Reverse Stock Split | |||||||||||||
Debt Instrument | |||||||||||||
Conversion of notes to common stock (shares) | shares | 1,722,640 |
Debt and Convertible Notes Pa_4
Debt and Convertible Notes Payable - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jan. 04, 2023 | Dec. 31, 2022 |
Debt Instrument | |||
Less current maturities | $ (179) | $ (2,052) | |
Unsecured Debt | |||
Debt Instrument | |||
Total long-term debt, net of current portion | 60 | 2,736 | |
Unsecured Debt | Flotek PPP loan | |||
Debt Instrument | |||
Flotek PPP loan | $ 239 | $ 4,800 | $ 4,788 |
Debt and Convertible Notes Pa_5
Debt and Convertible Notes Payable - Schedule of Loan Repayments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Repayment | |
2024 | $ 179 |
2025 | 60 |
Flotek PPP loan | $ 239 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 02, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contingent earnout consideration | $ 56 | $ 583 | |
Total | 56 | 84,153 | |
ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 14,220 | |
Amended ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 69,350 | |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contingent earnout consideration | 0 | 0 | |
Total | 0 | 0 | |
Level 1 | ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 0 | |
Level 1 | Amended ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 0 | |
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contingent earnout consideration | 0 | 0 | |
Total | 0 | 0 | |
Level 2 | ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 0 | |
Level 2 | Amended ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 0 | |
Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contingent earnout consideration | 56 | 583 | |
Contract consideration, convertible notes | $ 10,000 | ||
Total | 56 | 84,153 | |
Level 3 | ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | 0 | 14,220 | |
Level 3 | Amended ProFrac Agreement | |||
Fair Value, Assets and Liabilities Measured on Recurring | |||
Contract consideration, convertible notes | $ 0 | $ 69,350 |
Fair Value Measurements - Monte
Fair Value Measurements - Monte Carlo Simulation (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Earn out provision, measurement input | 0.0458 | 0.0434 |
Risk-free interest rate | ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 0.0412 | |
Risk-free interest rate | Amended ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 0.0459 | |
Expected volatility | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Earn out provision, measurement input | 0.700 | 1 |
Expected volatility | ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 1 | |
Expected volatility | Amended ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 1 | |
Term until liquidation (years) | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Earn out provision, measurement input | 1.38 | 2.38 |
Term until liquidation (years) | ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 0.09 | |
Term until liquidation (years) | Amended ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 0.38 | |
Stock price (pre-Reverse Stock Split basis for 2022) | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Earn out provision, measurement input | 3.92 | 1.12 |
Stock price (pre-Reverse Stock Split basis for 2022) | ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 1.12 | |
Stock price (pre-Reverse Stock Split basis for 2022) | Amended ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 1.12 | |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Earn out provision, measurement input | 0.1186 | 0.0995 |
Discount rate | ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 0.0412 | |
Discount rate | Amended ProFrac Agreement | Convertible Debt | ||
Fair Value Measurement Inputs and Valuation Techniques | ||
Debt instrument, measurement input | 0.0459 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | May 17, 2023 | Feb. 02, 2023 | May 17, 2022 | Feb. 02, 2022 | |
Convertible Debt | ProFrac Agreement Contract | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Convertible debt, fair value disclosures | $ 15,100 | |||||
Conversion price (in dollar per share) | $ 1.19 | |||||
Change in fair value | $ 786 | $ 3,266 | ||||
Convertible Debt | Amended ProFrac Agreement | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Convertible debt, fair value disclosures | $ 40,600 | |||||
Conversion price (in dollar per share) | $ 0.64 | |||||
Change in fair value | (30,800) | |||||
Convertible Debt | Amended ProFrac Agreement | Related Party | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Convertible debt, fair value disclosures | $ 40,600 | |||||
Conversion price (in dollar per share) | $ 0.8705 | |||||
Estimate of Fair Value Measurement | Convertible Debt | ProFrac Agreement Contract | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Convertible debt, fair value disclosures | $ 10,000 | |||||
Estimate of Fair Value Measurement | Convertible Debt | Amended ProFrac Agreement | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Convertible debt, fair value disclosures | $ 69,500 | |||||
Recurring | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Estimated fair value | 56 | 84,153 | ||||
Recurring | Level 3 | ||||||
Assets Measured at Fair Value on a Nonrecurring Basis | ||||||
Estimated fair value | $ 56 | $ 84,153 | ||||
Convertible debt, fair value disclosures | $ 10,000 |
Fair Value Measurements - Rollf
Fair Value Measurements - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Balance - beginning of period | $ 84,153 | $ 608 |
Transfer of Initial ProFrac Agreement contract consideration convertible notes payable from Level 2 | 0 | 10,000 |
Issuance of Amended ProFrac Agreement contract consideration convertible notes payable | 0 | 69,460 |
Balance - end of period | 56 | 84,153 |
ProFrac Agreement Contract | Convertible Debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Change in fair value | 786 | 3,266 |
ProFrac Agreement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest | 85 | 954 |
Conversion of Initial ProFrac Agreement contract consideration convertible notes on maturity | (15,092) | 0 |
Amended ProFrac Agreement | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest | 2,044 | 3,231 |
Change in fair value | (30,755) | (3,341) |
Conversion of Initial ProFrac Agreement contract consideration convertible notes on maturity | $ (40,638) | $ 0 |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Debt Instrument, Realized Gain (Loss) On Fair Value Adjustment, Before Tax | Debt Instrument, Realized Gain (Loss) On Fair Value Adjustment, Before Tax |
Earn Out Consideration From Business Combination | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Change in fair value | $ (527) | $ (25) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | $ 0 | $ 101 |
State | 45 | 2 |
Foreign | 0 | 0 |
Total current expense | 45 | 103 |
Deferred: | ||
Federal | 0 | 0 |
State | 104 | (125) |
Foreign | 0 | 0 |
Total deferred expense (benefit) | 104 | (125) |
Income tax expense (benefit) | $ 149 | $ (22) |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 25,315 | $ (42,242) |
Foreign | (453) | (85) |
Income (loss) before income taxes | $ 24,862 | $ (42,327) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory tax rate | 21% | 21% |
State income taxes, net of federal benefit | 0.50% | 0.20% |
Non-U.S. income taxed at different rates | 0.30% | (0.10%) |
Tax benefit related to stock-based awards | 0.70% | (0.40%) |
Change in valuation allowance | (20.90%) | (21.80%) |
Permanent differences related to CARES Act | (3.60%) | 0% |
Other | 2.60% | 1.20% |
Effective income tax rate | 0.60% | 0.10% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 45,314 | $ 41,453 |
Intangible assets | 3,501 | 4,066 |
Tax credit carryforwards | 3,923 | 4,011 |
Goodwill | 4,513 | 4,920 |
Property and equipment | 3,314 | 3,644 |
Lease liability | 2,507 | 2,634 |
Inventory valuation reserves | 1,359 | 2,033 |
Allowance for doubtful accounts | 1,196 | 1,180 |
Accrued liabilities | 383 | 320 |
Accrued compensation | 485 | 491 |
Equity compensation | 132 | 536 |
Interest limitation | 137 | 1,616 |
Other | 24 | 230 |
Total gross deferred tax assets | 66,788 | 67,134 |
Valuation allowance | (59,066) | (64,960) |
Total deferred tax assets, net | 7,722 | 2,174 |
Deferred tax liabilities: | ||
ROU asset | (1,203) | (1,377) |
Contract asset | (5,813) | 0 |
Prepaid insurance and other | (406) | (393) |
Total gross deferred tax liabilities | (7,422) | (1,770) |
Net deferred tax assets | $ 300 | $ 404 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | 60 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Operating Loss Carryforwards | |||
Operating loss carryforwards | $ 192.9 | ||
Deferred tax assets, operating loss carryforwards, subject to expiration | $ 46.4 | ||
Percentage of net operating loss carryforward that can offset net income | 100% | ||
Deferred tax assets, operating loss carryforwards, not subject to expiration | $ 146.5 | ||
Percentage of indefinite lived carryforward that can offset taxable in come per year | 80% | ||
Operating loss carryforward, interest limitation carryforward related to section 163 | $ 0.2 | $ 0.2 | |
Tax credit carryforward | 3.8 | 3.8 | |
Operating loss carryforward estimated limitation on use | 3.5 | 3.5 | |
Operating loss carryforwards, maximum uplift, amount | 24.5 | 24.5 | |
Tax credit valuation allowance, due to expiration | 3.8 | 3.8 | |
Cumulative losses | 48 | ||
Change in deferred tax asset valuation allowance | 5.2 | $ 9.2 | |
Unremitted earnings outside the US | 6.3 | $ 6.4 | 6.3 |
State and Local Jurisdiction | |||
Operating Loss Carryforwards | |||
Operating loss carryforwards | 94.2 | 94.2 | |
Operating loss valuation allowance, due to expiration | $ 31.3 | $ 31.3 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Previous CEO | Former CEO Case | |
Other Commitments | |
Reduction in accrual for legal liabilities | $ 2.3 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Sep. 25, 2023 shares | Sep. 14, 2023 | Sep. 06, 2023 shares | May 17, 2023 USD ($) $ / shares shares | Feb. 02, 2023 USD ($) $ / shares shares | Jun. 21, 2022 USD ($) $ / shares shares | Mar. 21, 2022 shares | Feb. 02, 2022 $ / shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) shares | |
Common and Preferred Stock | ||||||||||
Reverse stock split ratio | 0.1667 | |||||||||
Adjustment to round up shares in reverse split (in shares) | 30,739,820 | |||||||||
Convertible notes payable | $ | $ 0 | $ 19,799 | ||||||||
Conversion of convertible notes payable to February 2023 Warrants | $ | 11,040 | |||||||||
Payments of transaction fees of warrants | $ | $ 0 | $ 1,170 | ||||||||
Stock issued under employee stock purchase plan (in shares) | 20,000 | |||||||||
Restricted stock forfeited (in shares) | 66,000 | |||||||||
Treasury Stock | ||||||||||
Common and Preferred Stock | ||||||||||
Shares withheld to cover taxes (in shares) | 42,000 | 19,133 | ||||||||
Stock issued under employee stock purchase plan (in shares) | 20,000 | 6,591 | ||||||||
Restricted stock forfeited (in shares) | 66,000 | 5,009 | ||||||||
ProFrac Services, LLC | Prefunded Warrants | ||||||||||
Common and Preferred Stock | ||||||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Exchanged value of warrants | $ | $ 19,500 | |||||||||
Warrant premium on average price, percent | 20% | |||||||||
Warrants fair value | $ | $ 11,100 | |||||||||
Equity Issuance Costs | $ | 1,200 | |||||||||
Conversion of convertible notes payable to February 2023 Warrants | $ | $ 8,400 | |||||||||
Number of securities called by warrants or rights (in shares) | 13,104,839 | |||||||||
Payments of transaction fees of warrants | $ | $ 1,100 | |||||||||
Proceeds from related party debt | $ | 4,500 | |||||||||
Convertible Notes Payable | Other Convertible Debt | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 10,335,840 | |||||||||
Convertible notes payable | $ | $ 9,000 | |||||||||
Paid in kind interest expense | $ | $ 800 | |||||||||
Convertible Debt | PIPE Transaction | ||||||||||
Common and Preferred Stock | ||||||||||
Adjustment to round up shares in reverse split (in shares) | 1,722,640 | |||||||||
Conversion of notes to common stock (shares) | 2,793,030 | |||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 0.8705 | $ 2.50 | ||||||||
Paid in kind interest expense | $ | $ 200 | $ 1,800 | ||||||||
Conversion price (in dollar per share) | $ / shares | $ 1.088125 | |||||||||
Convertible Debt | Amended ProFrac Agreement | ||||||||||
Common and Preferred Stock | ||||||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Convertible debt, fair value disclosures | $ | $ 40,600 | |||||||||
Conversion price (in dollar per share) | $ / shares | $ 0.64 | |||||||||
Change in fair value | $ | (30,800) | |||||||||
Convertible Debt | ProFrac Agreement Contract | ||||||||||
Common and Preferred Stock | ||||||||||
Convertible debt, fair value disclosures | $ | $ 15,100 | |||||||||
Conversion price (in dollar per share) | $ / shares | $ 1.19 | |||||||||
Change in fair value | $ | $ 786 | $ 3,266 | ||||||||
Convertible Debt | February 2023 Warrants | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion price (in dollar per share) | $ / shares | 0.0001 | |||||||||
Convertible Debt | February 2023 Warrants | Amended ProFrac Agreement | ||||||||||
Common and Preferred Stock | ||||||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Related Party | ProFrac Holdings LLC | February 2023 Warrants | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 12,683,281 | |||||||||
Related Party | Convertible Debt | Amended ProFrac Agreement | ||||||||||
Common and Preferred Stock | ||||||||||
Adjustment to round up shares in reverse split (in shares) | 10,582,821 | |||||||||
Conversion of notes to common stock (shares) | 12,683,280 | 63,496,922 | 12,683,280 | |||||||
Convertible notes payable | $ | $ 11,000 | |||||||||
Paid in kind interest expense | $ | $ 1,000 | |||||||||
Convertible debt, fair value disclosures | $ | $ 40,600 | |||||||||
Conversion price (in dollar per share) | $ / shares | $ 0.8705 | |||||||||
Related Party | Convertible Debt | ProFrac Agreement Contract | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 12,683,281 | |||||||||
Affiliated Entity | ProFrac Services, LLC | Prefunded Warrants | ||||||||||
Common and Preferred Stock | ||||||||||
Other receivables | $ | $ 4,500 | |||||||||
Reverse Stock Split | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of stock, shares converted (in shares) | 184,438,695 | |||||||||
Reverse Stock Split | Convertible Notes Payable | Other Convertible Debt | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 1,722,640 | |||||||||
Reverse Stock Split | Convertible Debt | PIPE Transaction | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 465,505 | |||||||||
Reverse Stock Split | Convertible Debt | Amended ProFrac Agreement | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 10,582,821 | |||||||||
Reverse Stock Split | Convertible Debt | February 2023 Warrants | Amended ProFrac Agreement | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 2,113,880 | |||||||||
Reverse Stock Split | Convertible Debt | February 2023 Warrants | ProFrac Agreement Contract | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 2,113,881 | |||||||||
Reverse Stock Split | Related Party | Convertible Debt | Amended ProFrac Agreement | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 2,113,880 | |||||||||
Reverse Stock Split | Related Party | Convertible Debt | ProFrac Agreement Contract | ||||||||||
Common and Preferred Stock | ||||||||||
Conversion of notes to common stock (shares) | 2,113,881 | |||||||||
Reverse Stock Split | Affiliated Entity | ProFrac Services, LLC | June 2022 Warrants | ||||||||||
Common and Preferred Stock | ||||||||||
Number of securities called by warrants or rights (in shares) | 2,184,140 |
Stockholders_ Equity - Valuatio
Stockholders’ Equity - Valuation of Assumptions (Details) - Prefunded Warrants $ in Millions | Jun. 21, 2022 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques | |
Strike price (exercise fee) | $ 4.5 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques | |
Measurement input | 0.0321 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques | |
Measurement input | 0.900 |
Term until liquidation (years) | |
Fair Value Measurement Inputs and Valuation Techniques | |
Measurement input | 2 |
Stock price (pre-Reverse Stock Split) | |
Fair Value Measurement Inputs and Valuation Techniques | |
Measurement input | 1.11 |
Stock-Based Compensation and _3
Stock-Based Compensation and Other Benefit Plans - Stock-Based Incentive Plans (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
2020 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Maximum number of shares that may be issued (in shares) | 500,000 | |
Shares remaining to be granted (in shares) | 600,000 | 700,000 |
2019 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Maximum number of shares that may be issued (in shares) | 200,000 | |
Shares remaining to be granted (in shares) | 600,000 | 700,000 |
2018 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Maximum number of shares that may be issued (in shares) | 1,900,000 | |
Shares remaining to be granted (in shares) | 600,000 | 700,000 |
Stock-Based Compensation and _4
Stock-Based Compensation and Other Benefit Plans - Stock Options - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Granted (in shares) | 190,728 | 0 |
Number of stock options vested (in shares) | 0 | 100,000 |
Fair value of stock options vested | $ 0.3 | |
Compensation cost | $ 0.6 | $ 2.1 |
Market Based Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Granted (in shares) | 100,000 | 0 |
Performance Based Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Granted (in shares) | 100,000 | 0 |
Stock-Based Compensation and _5
Stock-Based Compensation and Other Benefit Plans - Schedule of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Outstanding beginning balance (in shares) | 693,650 | 713,650 |
Granted (in shares) | 190,728 | 0 |
Exercised (in shares) | 0 | 0 |
Forfeited (in shares) | (457,815) | 0 |
Expired (in shares) | (130,000) | (20,000) |
Outstanding ending balance (in shares) | 296,563 | 693,650 |
Vested or expected to be vested (in shares) | 252,891 | |
Weighted-Average Exercise Price | ||
Granted (in USD per share) | $ 3.42 | $ 0 |
Exercised (in USD per share) | 0 | 0 |
Forfeited (in USD per share) | 7.10 | 0 |
Expired (in USD per share) | 7.97 | 4.32 |
Weighted-Average Fair Value | ||
Granted (in USD per share) | 2.57 | 0 |
Exercised (in USD per share) | 0 | 0 |
Forfeited (in USD per share) | 7.28 | 0 |
Expired (in USD per share) | $ 5.94 | $ 0.60 |
Stock-Based Compensation and _6
Stock-Based Compensation and Other Benefit Plans - Share Options Outstanding, Exercisable and Vested or Expected to Vest (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Options Outstanding | |||
Number (in shares) | 296,563 | 693,650 | 713,650 |
Weighted-average exercise price (in USD per share) | $ 4.42 | ||
Aggregate intrinsic value ($000’s) | $ 95 | ||
Weighted-average remaining contractual term in years | 8 years 8 months 12 days | ||
Share Options Currently Exercisable | |||
Number (in shares) | 10,000 | ||
Weighted-average exercise price (in USD per share) | $ 4.32 | ||
Aggregate intrinsic value ($000’s) | $ 0 | ||
Weighted-average remaining contractual term in years | 1 year 7 months 2 days | ||
Share Options Vested or Expected to Vest | |||
Number (in shares) | 252,891 | ||
Weighted-average exercise price (in USD per share) | $ 4.56 | ||
Aggregate intrinsic value ($000’s) | $ 78 | ||
Weighted-average remaining contractual term in years | 8 years 6 months 18 days |
Stock-Based Compensation and _7
Stock-Based Compensation and Other Benefit Plans - Schedule of Significant Assumptions (Details) - $ / shares | 12 Months Ended | |
Jan. 19, 2023 | Dec. 31, 2023 | |
Options Awarded In June 7, 2023 | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 3.79% | |
Expected volatility of common stock | 110% | |
Expected life of options (in years) | 10 years | |
Dividend yield | 0% | |
Options Awarded In December 5, 2023 | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 4.13% | |
Expected volatility of common stock | 90.60% | |
Expected life of options (in years) | 6 years 6 months | |
Dividend yield | 0% | |
Options And RSU | Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Risk-free interest rate | 3.79% | |
Expected volatility of common stock | 90% | |
Expected life of options (in years) | 6 years 11 months 1 day | |
Stock price (pre-Reverse Stock Split basis) (in dollars per share) | $ 1.37 | |
Strike Price (in dollars per share) | $ 1.93 |
Stock-Based Compensation and _8
Stock-Based Compensation and Other Benefit Plans - Restricted Stock and Restricted Stock Units- Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock, Performance-based | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Dividend yield | 3 years | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Fair value of vested restricted stock | $ 0.9 | $ 1.3 |
Award unrecognized compensation expense | $ 0.9 | 2 |
Award unrecognized compensation expense, expected period for recognition | 1 year 3 months 18 days | |
Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Fair value of vested restricted stock | $ 0.5 | 0.1 |
Award unrecognized compensation expense | $ 0.7 | $ 0.4 |
Award unrecognized compensation expense, expected period for recognition | 2 years 8 months 12 days |
Stock-Based Compensation and _9
Stock-Based Compensation and Other Benefit Plans - Restricted Stock Share Activity and Units Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock | ||
Shares | ||
Non-vested at beginning of period (in shares) | 384,534 | 294,485 |
Granted (in shares) | 146,204 | 256,746 |
Vested (in shares) | (186,058) | (161,292) |
Forfeited (in shares) | (95,667) | (5,405) |
Non-vested at end of period (in shares) | 249,013 | 384,534 |
Weighted- Average Fair Value at Date of Grant | ||
Non-vested at beginning of period (in dollars per share) | $ 8.23 | $ 9.86 |
Granted (in dollars per share) | 4.52 | 7.89 |
Vested (in dollars per share) | 7.81 | 10.60 |
Forfeited (in dollars per share) | 9.25 | 10.16 |
Non-vested at end of period (in dollars per share) | $ 5.97 | $ 8.23 |
Restricted Stock Units (RSUs) | ||
Shares | ||
Non-vested at beginning of period (in shares) | 102,481 | 128,348 |
Granted (in shares) | 230,816 | |
Vested (in shares) | (82,730) | (19,000) |
Forfeited (in shares) | (38,000) | (6,867) |
Non-vested at end of period (in shares) | 212,567 | 102,481 |
Weighted- Average Fair Value at Date of Grant | ||
Non-vested at beginning of period (in dollars per share) | $ 11.42 | $ 11.45 |
Granted (in dollars per share) | 3.82 | |
Vested (in dollars per share) | 10.64 | 11.58 |
Forfeited (in dollars per share) | 11.58 | 11.52 |
Non-vested at end of period (in dollars per share) | $ 3.44 | $ 11.42 |
Stock-Based Compensation and_10
Stock-Based Compensation and Other Benefit Plans - Employee Stock Purchase Plan and Stock-Based Compensation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Payments for equity awards | $ 617,000 | ||
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Maximum number of shares that may be issued (in shares) | 500,000 | ||
Percent of common stock fair market value | 85% | ||
Offering period | 3 months | ||
Maximum employee compensation payroll deductions may not exceed | 10% | ||
Maximum shares employees may purchase each year, value | $ 25,000 | ||
Non-cash share-based compensation expense | 14,000 | $ 10,000 | |
Total fair value of the shares purchased under the plan | 100,000 | 100,000 | |
Award forfeitures | (1,600,000) | ||
Options And RSU | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Non-cash share-based compensation expense | $ (300,000) | $ 3,300,000 |
Stock-Based Compensation and_11
Stock-Based Compensation and Other Benefit Plans - 401(k) Retirement Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 01, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Compensation expense related to 401(k) retirement plan | $ 0.3 | $ 0.3 | |
Up to 2 Percent | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Company match | 100% | ||
Employee contribution | 2% |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net income (loss) for basic earnings per share | $ (42,305) | |
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Paid-in-Kind interest expense on convertible notes payable and contract consideration convertible notes payable, net of tax | $ 2,284 | 5,956 |
Net loss for fully dilutive earnings per share | $ (2,972) | $ (42,305) |
Denominator: | ||
Basic weighted average shares outstanding (in shares) | 24,830 | 12,404 |
Dilutive effect of convertible notes payable (in shares) | 3,547 | 0 |
Diluted weighted average shares outstanding (in shares) | 28,377 | 12,404 |
Basic earnings (loss) per share (in dollars per share) | $ 1 | $ (3.41) |
Diluted loss per share (in dollars per share) | $ (0.10) | $ (3.41) |
Anti-dilutive securities excluded from calculation of loss per share (in shares) | 1,345 | 10,038 |
Convertible Notes Payable | ||
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Paid-in-Kind interest expense on convertible notes payable and contract consideration convertible notes payable, net of tax | $ 2,284 | $ 0 |
Valuation gain on convertible notes carried at fair value, net of tax | $ (29,969) | $ 0 |
Denominator: | ||
Anti-dilutive securities excluded from calculation of loss per share (in shares) | 0 | 9,108 |
Earnings (Loss) Per Share - Ant
Earnings (Loss) Per Share - Anti Dilutive Adjustment (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Total numerator adjustment excluded from diluted earnings computation | $ 0 | $ 5,881 |
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Anti-dilutive securities excluded from calculation of loss per share (in shares) | 1,345 | 10,038 |
Convertible Notes Payable | ||
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Total numerator adjustment excluded from diluted earnings computation | $ 0 | $ 5,956 |
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Anti-dilutive securities excluded from calculation of loss per share (in shares) | 0 | 9,108 |
Valuation gain on convertible notes carried at fair value, net of tax | ||
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Total numerator adjustment excluded from diluted earnings computation | $ 0 | $ 75 |
Stock Warrants | ||
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Anti-dilutive securities excluded from calculation of loss per share (in shares) | 1,251 | 802 |
Stock Options | ||
Anti-dilutive adjustment to net income available to shareholders excluded from numerator for diluted earnings computation | ||
Anti-dilutive securities excluded from calculation of loss per share (in shares) | 94 | 128 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental cash payment information: | ||
Interest paid | $ 434 | $ 45 |
Supplemental non-cash financing and investing activities: | ||
Conversion of convertible notes payable to common stock | 40,638 | 0 |
Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants | 15,092 | 0 |
Transfer from fixed assets to inventory | 15 | 0 |
Issuance of convertible notes payable as consideration for ProFrac Agreements | 0 | 79,460 |
Common Stock | ||
Supplemental non-cash financing and investing activities: | ||
Conversion of convertible notes payable to common stock | 8,996 | 3,038 |
Stock Warrants | ||
Supplemental non-cash financing and investing activities: | ||
Conversion of convertible notes payable to common stock | $ 11,040 | $ 0 |
Related Party Transaction (Deta
Related Party Transaction (Details) | 2 Months Ended | 12 Months Ended | ||||||
May 17, 2022 USD ($) fleet | Apr. 15, 2022 USD ($) | Mar. 21, 2022 USD ($) | Mar. 11, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 02, 2023 fleet | Feb. 02, 2022 USD ($) | |
Related Party Transaction | ||||||||
Revenue from external customers | $ 188,058,000 | $ 136,092,000 | ||||||
Amortization of contract into revenue | 5,000,000 | 3,400,000 | ||||||
Conversion of convertible notes payable to common stock | 40,638,000 | 0 | ||||||
Amortization of convertible note issuance cost | 83,000 | 1,002,000 | ||||||
Cost of sales | $ 163,795,000 | 142,792,000 | ||||||
ProFrac Holdings LLC | ||||||||
Related Party Transaction | ||||||||
Ownership percentage | 51% | |||||||
Related Party | ||||||||
Related Party Transaction | ||||||||
Revenue from external customers | $ 121,540,000 | 81,748,000 | ||||||
Amortization of contract into revenue | 5,000,000 | 3,400,000 | ||||||
Accounts receivable | 34,569,000 | 22,683,000 | ||||||
Cost of sales | 99,297,000 | 85,948,000 | ||||||
Related Party | Contract Service Fee | ||||||||
Related Party Transaction | ||||||||
Amounts of transaction | 20,100,000 | |||||||
Related Party | Contract Service Fee | Subsequent Event | ||||||||
Related Party Transaction | ||||||||
Amounts of transaction | $ 10,000,000 | |||||||
Related Party | Convertible Notes Payable | ||||||||
Related Party Transaction | ||||||||
Amortization of convertible note issuance cost | $ 90,000 | |||||||
Related Party | PIPE Transaction | Convertible Debt | ||||||||
Related Party Transaction | ||||||||
Aggregate principal amount | $ 10,000,000 | |||||||
Fleet purchase commitment percentage | 33% | |||||||
Conditional revenue shortfall rate (percent) | 25% | |||||||
Related Party | Amended ProFrac Agreement | Convertible Debt | ||||||||
Related Party Transaction | ||||||||
Aggregate principal amount | $ 50,000,000 | |||||||
Fleet purchase commitment percentage | 70% | |||||||
Increase in number of active hydraulic fleets | fleet | 30 | 30 | ||||||
Potential increase to contract term (years) | 10 years | |||||||
Related Party | ProFrac Services, LLC | ||||||||
Related Party Transaction | ||||||||
Revenue from external customers | 121,500,000 | 80,400,000 | ||||||
Cost of sales | 99,300,000 | $ 84,500,000 | ||||||
Accounts receivable | $ 34,600,000 | |||||||
Director | Related Party | Confluence | ||||||||
Related Party Transaction | ||||||||
Cost of sales | $ 1,400,000 |
Business Segment, Geographic _3
Business Segment, Geographic and Major Customer and Supplier Information - Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summarized financial information regarding reportable segments | ||
Revenue from external customers | $ 188,058 | $ 136,092 |
Gross profit | 24,263 | (6,700) |
Change in fair value of contract consideration convertible notes | (29,969) | (75) |
Income (loss) from operations | 23,223 | (35,421) |
Paid-in-kind interest on contract consideration convertible notes payable | 2,129 | 4,185 |
Paid-in-kind interest on convertible notes payable | 238 | 1,771 |
Interest on ABL | 453 | |
Other interest | 37 | |
Accrued issuance costs on convertible notes payable | 912 | |
Depreciation | 734 | 734 |
Additions to long-lived assets | 1,081 | 421 |
Income tax (expense) benefit | (149) | 22 |
Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 66,518 | 54,344 |
Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 121,540 | 81,748 |
Products | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 182,695 | 132,521 |
Products | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 61,996 | 50,907 |
Products | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 120,700 | 81,614 |
Services | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 5,363 | 3,571 |
Services | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 4,522 | 3,437 |
Services | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 840 | 134 |
Operating Segments | Chemistry Technologies | ||
Summarized financial information regarding reportable segments | ||
Gross profit | 20,345 | (7,317) |
Change in fair value of contract consideration convertible notes | (29,969) | (75) |
Income (loss) from operations | 39,043 | (14,729) |
Paid-in-kind interest on contract consideration convertible notes payable | 2,129 | 4,185 |
Paid-in-kind interest on convertible notes payable | 0 | 0 |
Interest on ABL | 0 | |
Other interest | 0 | |
Accrued issuance costs on convertible notes payable | 0 | |
Depreciation | 613 | 668 |
Additions to long-lived assets | 180 | 56 |
Income tax (expense) benefit | 0 | 0 |
Operating Segments | Chemistry Technologies | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 59,016 | 48,960 |
Operating Segments | Chemistry Technologies | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 120,903 | 81,618 |
Operating Segments | Chemistry Technologies | Products | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 56,721 | 47,004 |
Operating Segments | Chemistry Technologies | Products | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 120,698 | 81,614 |
Operating Segments | Chemistry Technologies | Services | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 2,295 | 1,956 |
Operating Segments | Chemistry Technologies | Services | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 205 | 4 |
Operating Segments | Data Analytics | ||
Summarized financial information regarding reportable segments | ||
Gross profit | 3,918 | 617 |
Change in fair value of contract consideration convertible notes | 0 | 0 |
Income (loss) from operations | (53) | (2,877) |
Paid-in-kind interest on contract consideration convertible notes payable | 0 | 0 |
Paid-in-kind interest on convertible notes payable | 0 | 0 |
Interest on ABL | 0 | |
Other interest | 0 | |
Accrued issuance costs on convertible notes payable | 0 | |
Depreciation | 95 | 63 |
Additions to long-lived assets | 466 | 134 |
Income tax (expense) benefit | 0 | 0 |
Operating Segments | Data Analytics | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 7,502 | 5,384 |
Operating Segments | Data Analytics | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 637 | 130 |
Operating Segments | Data Analytics | Products | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 5,275 | 3,903 |
Operating Segments | Data Analytics | Products | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 2 | 0 |
Operating Segments | Data Analytics | Services | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 2,227 | 1,481 |
Operating Segments | Data Analytics | Services | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 635 | 130 |
Corporate and Other | ||
Summarized financial information regarding reportable segments | ||
Gross profit | 0 | 0 |
Change in fair value of contract consideration convertible notes | 0 | 0 |
Income (loss) from operations | (15,767) | (17,815) |
Paid-in-kind interest on contract consideration convertible notes payable | 0 | 0 |
Paid-in-kind interest on convertible notes payable | 238 | 1,771 |
Interest on ABL | 453 | |
Other interest | 37 | |
Accrued issuance costs on convertible notes payable | 912 | |
Depreciation | 26 | 3 |
Additions to long-lived assets | 435 | 231 |
Income tax (expense) benefit | (149) | 22 |
Corporate and Other | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 0 | 0 |
Corporate and Other | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 0 | 0 |
Corporate and Other | Products | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 0 | 0 |
Corporate and Other | Products | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 0 | 0 |
Corporate and Other | Services | Nonrelated Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | 0 | 0 |
Corporate and Other | Services | Related Party | ||
Summarized financial information regarding reportable segments | ||
Revenue from external customers | $ 0 | $ 0 |
Business Segment, Geographic _4
Business Segment, Geographic and Major Customer and Supplier Information - Assets by Reportable Segments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information | ||
Total assets | $ 157,513 | $ 164,810 |
Operating Segments | Chemistry Technologies | ||
Segment Reporting Information | ||
Total assets | 138,559 | 146,542 |
Operating Segments | Data Analytics | ||
Segment Reporting Information | ||
Total assets | 6,604 | 5,645 |
Corporate and Other | ||
Segment Reporting Information | ||
Total assets | $ 12,350 | $ 12,623 |
Business Segment, Geographic _5
Business Segment, Geographic and Major Customer and Supplier Information - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets | ||
Revenue from external customers | $ 188,058 | $ 136,092 |
U.S | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue from external customers | 180,300 | 124,399 |
UAE | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue from external customers | 6,549 | 9,257 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Revenue from external customers | $ 1,209 | $ 2,436 |
Business Segment, Geographic _6
Business Segment, Geographic and Major Customer and Supplier Information - Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information | ||
Revenue from external customers | $ 188,058 | $ 136,092 |
Related Party | ||
Segment Reporting Information | ||
Revenue from external customers | 121,540 | 81,748 |
Customer Concentration Risk | ProFrac Services, LLC | Sales | Related Party | ||
Segment Reporting Information | ||
Revenue from external customers | $ 121,540 | $ 80,359 |
Percentage of revenue by major customers (in percentage) | 64.60% | 59% |
Customer Concentration Risk | Customer B | Sales | ||
Segment Reporting Information | ||
Revenue from external customers | $ 14,395 | |
Percentage of revenue by major customers (in percentage) | 10.60% |
Business Segment, Geographic _7
Business Segment, Geographic and Major Customer and Supplier Information - Major Suppliers (Details) - Purchases - Cost of Goods and Service - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplier A | ||
Segment Reporting Information | ||
Supplies expense | $ 42,684 | $ 25,057 |
Total spend (in percentage) | 30.10% | 27.70% |
Supplier B | ||
Segment Reporting Information | ||
Supplies expense | $ 28,222 | $ 15,302 |
Total spend (in percentage) | 19.90% | 16.90% |
Supplier C | ||
Segment Reporting Information | ||
Supplies expense | $ 16,447 | $ 15,255 |
Total spend (in percentage) | 11.60% | 16.80% |