Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 11, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ACDC | ||
Entity Registrant Name | ProFrac Holding Corp. | ||
Entity Central Index Key | 0001881487 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 268,273,733 | ||
Entity Common Stock, Shares Outstanding | 159,594,192 | ||
Entity File Number | 001-41388 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Tax Identification Number | 87-2424964 | ||
Entity Address, Address Line One | 333 Shops Boulevard | ||
Entity Address, Address Line Two | Suite 301 | ||
Entity Address, City or Town | Willow Park | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 76087 | ||
City Area Code | 254 | ||
Local Phone Number | 776-3722 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Class A common stock, par value $0.01 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, which will be filed with the U.S. Securities and Exchange Commission within 120 days after December 31, 2023, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Houston, Texas | ||
GRANT THORNTON LLP | |||
Document Information [Line Items] | |||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Firm ID | 248 | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 25.3 | $ 35.1 |
Accounts receivable, net | 346.1 | 535.5 |
Accounts receivable - related party, net | 6.8 | 2.1 |
Inventories | 236.6 | 249.5 |
Prepaid expenses, and other current assets | 23.3 | 43.2 |
Total current assets | 638.1 | 865.4 |
Property, plant, and equipment, net | 1,779 | 1,396.4 |
Operating lease right-of-use assets, net | 87.2 | 112.9 |
Goodwill | 325.9 | 240.5 |
Intangible assets, net | 173.5 | 203.1 |
Investments ($23.4 and $53.6 at fair value, respectively) | 28.9 | 58.6 |
Deferred tax assets | 0.3 | 0.4 |
Other assets | 37.8 | 56.3 |
Total assets | 3,070.7 | 2,933.6 |
Current liabilities: | ||
Accounts payable | 319 | 339.4 |
Accounts payable - related party | 21.9 | 24 |
Accrued expenses | 65.6 | 103.7 |
Current portion of long-term debt | 126.4 | 127.6 |
Current portion of operating lease liabilities | 24.5 | 36 |
Other current liabilities | 84.1 | 53.2 |
Other current liabilities - related party | 7.4 | |
Total current liabilities | 648.9 | 683.9 |
Long-term debt | 923.5 | 735 |
Long-term debt - related party | 18.6 | 62.8 |
Operating lease liabilities | 67.8 | 81 |
Tax receivable agreement liability | 68.1 | |
Other liabilities | 15.2 | 20.2 |
Total liabilities | 1,742.1 | 1,582.9 |
Commitments and contingencies (Note 13) | ||
Temporary Equity [Abstract] | ||
Series A preferred stock, $0.01 par value, 50 thousand shares authorized, 50 thousand and zero shares issued and outstanding, respectively | 58.7 | |
Redeemable noncontrolling interest | 2,462.9 | |
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value, 50.0 shares authorized, no shares issued and outstanding | ||
Additional paid-in capital | 1,225.4 | |
Accumulated deficit | (16) | (1,185.9) |
Accumulated other comprehensive income | 0.3 | |
Total stockholders' equity (deficit) attributable to ProFrac Holding Corp. | 1,211.2 | (1,184.4) |
Noncontrolling interests | 58.7 | 72.2 |
Total stockholders' equity (deficit) | 1,269.9 | (1,112.2) |
Total liabilities, temporary equity, and stockholders' equity (deficit) | 3,070.7 | 2,933.6 |
Common Class A | ||
Stockholders' equity (deficit): | ||
Common stock, value | $ 1.5 | 0.5 |
Common Class B | ||
Stockholders' equity (deficit): | ||
Common stock, value | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value | $ 23.4 | $ 53.6 |
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, authorized | 50,000,000 | 50,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Series A Preferred Stock | ||
Temporary equity, Preferred shares, par value | $ 0.01 | $ 0.01 |
Temporary equity, Preferred shares, authorized | 50,000 | 50,000 |
Temporary equity, Preferred shares, issued | 50,000 | 0 |
Temporary equity, Preferred shares, outstanding | 50,000 | 0 |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 600,000,000 | 600,000,000 |
Common stock, shares, issued | 159,400,000 | 53,900,000 |
Common stock, shares, outstanding | 159,400,000 | 53,900,000 |
Common Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares, issued | 0 | 104,200,000 |
Common stock, shares, outstanding | 0 | 104,200,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 2,630 | $ 2,425.6 | $ 768.4 |
Operating costs and expenses: | |||
Cost of revenues, exclusive of depreciation, depletion and amortization | 1,705.2 | 1,438.7 | 570.1 |
Selling, general, and administrative | 268.5 | 243.1 | 64.2 |
Depreciation, depletion and amortization | 438.4 | 267.3 | 140.7 |
Acquisition and integration costs | 21.8 | 48.8 | |
Other operating expense, net | 29.5 | 15.3 | 11.4 |
Total operating costs and expenses | 2,463.4 | 2,013.2 | 786.4 |
Operating income (loss) | 166.6 | 412.4 | (18) |
Other income (expense): | |||
Interest expense, net | (154.9) | (59.5) | (25.8) |
Loss on extinguishment of debt | (33.5) | (17.6) | (0.5) |
Other income (expense), net | (36.2) | 16.5 | 0.6 |
Income (loss) before income taxes | (58) | 351.8 | (43.7) |
Income tax benefit (expense) | (1.2) | (9.1) | 0.2 |
Net income (loss) | (59.2) | 342.7 | (43.5) |
Less: net (income) loss attributable to ProFrac Predecessor | (73.6) | 42.4 | |
Less: net loss attributable to noncontrolling interests | 3.3 | 28.4 | 1.1 |
Less: net income attributable to redeemable noncontrolling interests | (41.8) | (206) | |
Net income (loss) attributable to ProFrac Holding Corp. | (97.7) | 91.5 | |
Net income (loss) attributable to Class A common shareholders | $ (107.5) | $ 91.5 | |
Basic (Loss) earnings per Class A share | $ (0.82) | $ 2.06 | |
Diluted (Loss) earnings per Class A share | $ (0.82) | $ 2.06 | |
Weighted average Class A common shares outstanding, basic | 130.9 | 44.3 | |
Weighted average Class A common shares outstanding, diluted | 130.9 | 44.5 | |
Services | |||
Total revenues | $ 2,274.2 | $ 2,341.5 | 744.2 |
Product Sales | |||
Total revenues | $ 355.8 | $ 84.1 | $ 24.2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (59.2) | $ 342.7 | $ (43.5) |
Other comprehensive income: | |||
Foreign currency translation adjustments | 0.3 | 0.1 | 0.1 |
Comprehensive income (loss) | (58.9) | 342.8 | (43.4) |
Less: comprehensive (income) loss attributable to ProFrac Predecessor | (73.5) | 42.3 | |
Less: comprehensive loss attributable to noncontrolling interest | 3.4 | 28.3 | $ 1.1 |
Less: comprehensive income attributable to redeemable noncontrolling interest | (41.9) | (206.1) | |
Comprehensive income (loss) attributable to ProFrac Holding Corp | $ (97.4) | $ 91.5 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) $ in Millions | Total | Producers | Performance Proppants | U.S. Well Services, Inc. | Common Class A | Common Class B REV Energy Holdings, LLC | IPO | Common Stock Common Class A | Common Stock Common Class A Producers | Common Stock Common Class A Performance Proppants | Common Stock Common Class A U.S. Well Services, Inc. | Common Stock Common Class B | Common Stock Common Class B REV Energy Holdings, LLC | Common Stock IPO Common Class A | Additional Paid-in Capital | Additional Paid-in Capital Producers | Additional Paid-in Capital Performance Proppants | Additional Paid-in Capital U.S. Well Services, Inc. | Additional Paid-in Capital Common Class A | Additional Paid-in Capital Common Class B REV Energy Holdings, LLC | Additional Paid-in Capital IPO | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained Earnings IPO | Accumulated Other Comprehensive Income | Noncontrolling Interests | Members' Equity |
Beginning balance at Dec. 31, 2020 | $ 176.8 | $ 1.8 | $ 175 | |||||||||||||||||||||||
Net income (loss) | (43.5) | (1.1) | (42.4) | |||||||||||||||||||||||
Member contribution by debt retirement | 18 | 18 | ||||||||||||||||||||||||
Purchase of noncontrolling interests | (4.5) | (0.9) | (3.6) | |||||||||||||||||||||||
Noncontrolling interest of acquired business | 1.2 | 1.2 | ||||||||||||||||||||||||
Foreign currency translation adjustments | 0.1 | $ 0.1 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2021 | 148.1 | 0.1 | 1 | 147 | ||||||||||||||||||||||
Net income (loss) | 136.7 | $ 91.5 | (28.4) | 73.6 | ||||||||||||||||||||||
Purchase of noncontrolling interests | (1.7) | (1.7) | ||||||||||||||||||||||||
Member contributions | 5 | 5 | ||||||||||||||||||||||||
Deemed distribution | (3.7) | (3.7) | ||||||||||||||||||||||||
Stock issued for acquisition | 72.9 | $ 134.7 | $ 20.4 | $ 0.1 | $ 134.6 | $ 20.4 | 72.9 | |||||||||||||||||||
Stock issued for acquisition, shares | 12,900,000 | 3,100,000 | ||||||||||||||||||||||||
Noncontrolling interest of consolidated business | 99 | 99 | ||||||||||||||||||||||||
Issuance of shares | 1 | $ 0.1 | $ 227.7 | $ 1 | $ 0.2 | $ 0.1 | $ 227.5 | |||||||||||||||||||
Issuance of shares, Shares | 101,100,000 | 18,200,000 | ||||||||||||||||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest | (377.5) | $ 0.2 | $ (82.9) | $ (294.8) | ||||||||||||||||||||||
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest, Shares | 20,900,000 | |||||||||||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount at inception | 173.8 | $ (1,438.3) | 188.3 | $ (146.4) | (14.5) | $ (1,291.9) | ||||||||||||||||||||
Tax withholding related to net share settlement of equity awards, shares | (200,000) | |||||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards | (2) | (2) | ||||||||||||||||||||||||
Class A shares issued to settle asset purchase | 16.7 | 16.7 | ||||||||||||||||||||||||
Class A shares issued to settle asset purchase liability, Shares | 2,100,000 | |||||||||||||||||||||||||
Stock-based compensation | 4.1 | 1.9 | 2.2 | |||||||||||||||||||||||
Stock-based compensation related to deemed contribution | 17.7 | 17.7 | ||||||||||||||||||||||||
Foreign currency translation adjustments | (0.1) | 0.1 | ||||||||||||||||||||||||
Additional paid-in capital related to tax receivable agreement | 0.6 | 0.6 | ||||||||||||||||||||||||
Other | 0.1 | 0.1 | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2022 | (1,112.2) | $ 0.5 | $ 1 | (1,185.9) | 72.2 | |||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2022 | 53,900,000 | 104,200,000 | ||||||||||||||||||||||||
Net income (loss) | (101) | (97.7) | (3.3) | |||||||||||||||||||||||
Stock issued for acquisition | $ 6.2 | $ 3.4 | $ 6.2 | $ 3.4 | ||||||||||||||||||||||
Stock issued for acquisition, shares | 400,000 | 300,000 | ||||||||||||||||||||||||
Issuance of shares, Shares | 600,000 | |||||||||||||||||||||||||
Adjustment of redeemable noncontrolling interest to redemption amount at inception | 1,210.3 | (67.1) | 1,277.4 | |||||||||||||||||||||||
Conversion of Class B shares to Class A shares, Shares | 104,200,000 | (104,200,000) | ||||||||||||||||||||||||
Conversion of Class B shares to Class A shares | $ 1,313.3 | $ 1 | $ (1) | $ 1,313.3 | ||||||||||||||||||||||
Tax withholding related to net share settlement of equity awards, shares | (800,000) | (800,000) | ||||||||||||||||||||||||
Stock-based compensation | $ 8.1 | $ 7.8 | 0.3 | |||||||||||||||||||||||
Stock-based compensation related to deemed contribution | 12.4 | 12.4 | ||||||||||||||||||||||||
Flotek common stock issued to satisfy convertible notes held by third parties | 12.7 | 12.7 | ||||||||||||||||||||||||
Adjustment of convertible preferred stock to redemption amount | (9.8) | (9.8) | ||||||||||||||||||||||||
Foreign currency translation adjustments | 0.2 | 0.3 | (0.1) | |||||||||||||||||||||||
Additional paid-in capital related to tax receivable agreement | (67.6) | (67.6) | ||||||||||||||||||||||||
Change in equity ownership of Flotek | 23.1 | (23.1) | ||||||||||||||||||||||||
Change in accrued distribution related to income taxes | (5.3) | (5.3) | ||||||||||||||||||||||||
Ending balance at Dec. 31, 2023 | $ 1,269.9 | $ 1.5 | $ 1,225.4 | $ (16) | $ 0.3 | $ 58.7 | ||||||||||||||||||||
Ending balance, Shares at Dec. 31, 2023 | 159,400,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (59.2) | $ 342.7 | $ (43.5) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 438.4 | 267.3 | 140.7 |
Amortization of acquired contract liabilities | (57.5) | (6.6) | |
Stock-based compensation | 29.8 | 67.4 | |
Loss (gain) on disposal of assets, net | (1.7) | 2.1 | 9.8 |
Non-cash loss on extinguishment of debt | 17.4 | 10.7 | 0.5 |
Amortization of debt issuance costs | 24.3 | 6.7 | 2.2 |
Acquisition earnout adjustment | (6.6) | ||
Loss (gain) on investments, net | 38.5 | (16.5) | |
Deferred tax expense | 0.1 | 3.7 | |
Other non-cash items, net | 2 | (1.3) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 204.8 | (203.3) | (89.6) |
Inventories | 19.1 | (105.1) | (16.1) |
Prepaid expenses and other assets | 26.5 | (26.4) | 3.8 |
Accounts payable | (68.2) | 42.9 | 31.6 |
Accrued expenses | (43.8) | 18.5 | 6.1 |
Other liabilities | (8.4) | 9.1 | (0.3) |
Net cash provided by operating activities | 553.5 | 415.2 | 43.9 |
Cash flows from investing activities: | |||
Acquisitions, net of cash acquired | (454.5) | (640.7) | (4.3) |
Investment in property, plant & equipment | (267) | (356.2) | (87.4) |
Proceeds from sale of assets | 6.2 | 48.3 | 17.5 |
Investment in unconsolidated affiliate | (47.2) | (4.2) | |
Initial investment in Flotek | (10) | ||
Other investments | (0.5) | (22.8) | |
Net cash used in investing activities | (715.8) | (1,028.6) | (78.4) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 1,220 | 818.9 | 160.3 |
Repayments of long-term debt | (946.7) | (531.7) | (146.9) |
Borrowings from revolving credit agreements | 1,575.8 | 567.9 | 63.5 |
Repayments to revolving credit agreements | (1,685.2) | (402.7) | (35.5) |
Payment of debt issuance costs | (62.3) | (38.6) | (2) |
Tax withholding related to net share settlement of equity awards | (0.8) | ||
Member contribution | 5 | ||
Proceeds from issuance of common stock | 329.1 | ||
Payment of stock issuance costs | (27.4) | ||
Payment of THRC related equity | (72.9) | ||
Other | (1.7) | (2.5) | |
Net cash provided by financing activities | 149.7 | 645.9 | 36.9 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (12.6) | 32.5 | 2.4 |
Cash, cash equivalents, and restricted cash beginning of period | 37.9 | 5.4 | 3 |
Cash, cash equivalents, and restricted cash end of period | 25.3 | 37.9 | 5.4 |
Supplemental cash flow information: | |||
Cash payments for interest | 139.1 | 35 | 23.5 |
Cash payments (refunds received) for income taxes | 0.3 | 4.8 | (0.2) |
Non-cash investing and financing activities: | |||
Capital expenditures included in accounts payable | 44.9 | $ 26.9 | $ 24.9 |
Series A Preferred Stock | |||
Cash flows from financing activities: | |||
Proceeds from issuance of Series A preferred stock | 50 | ||
Payment of stock issuance costs | $ (1.1) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (97.7) | $ 91.5 |
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 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and description of business | 1. ORGANIZATION AND DESCRIPTION OF BUSINES S ProFrac Holding Corp. (“ProFrac Corp.”) and its consolidated subsidiaries, including ProFrac Holdings, LLC (“ProFrac LLC”), is a vertically integrated and innovation-driven energy services company providing hydraulic fracturing, completion services and other complementary products and services to leading upstream oil and gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources. The Company operates in three business segments: stimulation services, proppant production, and manufacturing. Mr. Dan Wilks and Mr. Farris Wilks are brothers and are the founders and principal stockholders of the Company. Their sons, Mr. Matthew D. Wilks and Mr. Johnathan Ladd Wilks are the Company’s Executive Chairman and Chief Executive Officer, respectively. In the normal course of business, we enter into transactions with related parties where Mr. Dan Wilks and Mr. Farris Wilks and entities owned by or affiliated with them (collectively, the "Wilks Parties") hold a controlling financial interest (see “Note 16 – Related Party Transactions”). Company Formation ProFrac Corp. was incorporated as a Delaware corporation on August 17, 2021, to become a holding corporation for ProFrac LLC and its subsidiaries upon completion of a corporate reorganization in conjunction with a planned initial public offering (“IPO”). On May 17, 2022, ProFrac Corp. completed its IPO and corporate reorganization and became the managing member of ProFrac LLC. The consolidated financial statements presented herein are those of ProFrac Corp. subsequent to the corporate reorganization on May 17, 2022, and ProFrac LLC before that date. In these notes to the consolidated financial statements, ProFrac Corp. and ProFrac LLC together are also referred to as “we,” “us,” “our,” or the “Company” and ProFrac LLC is also referred to as “ProFrac Predecessor.” For all periods presented, the consolidated financial statements presented herein include the controlled subsidiaries of ProFrac LLC, which include Best Pump & Flow LP (“Best Flow”) and Alpine Silica, LLC (“Alpine”). Prior to December 21, 2021, the Wilks Parties held a controlling interest in each of ProFrac LLC, Best Flow and Alpine. Historical periods for ProFrac Predecessor had been presented on a consolidated and combined basis given the common control ownership by the Wilks Parties. On December 21, 2021, all of the then-outstanding membership interests in Best Flow and Alpine were contributed to ProFrac LLC in exchange for membership interests in ProFrac LLC. Accordingly, the results for the year ended December 31, 2021 have been retrospectively adjusted to present the operations of ProFrac LLC, Best Flow and Alpine on a combined basis. The acquisitions of Best Flow and Alpine have been accounted for in a manner consistent with the pooling of interest method of accounting, as the transaction was a combination of entities under common control. Under this method of accounting, the consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows have been adjusted to include all activities of the commonly controlled groups for all periods in which common control existed. Initial Public Offering In the second quarter of 2022, ProFrac Corp. completed its IPO of 18.2 million shares of its Class A common stock, par value $ 0.01 per share (the "Class A Common Stock") at a public offering price of $ 18.00 per share, which generated combined net proceeds of $ 301.7 million, after deducting underwriter discounts and commissions and estimated offering costs. The Company used $ 72.9 million of the net proceeds to redeem the membership ownership interests from the then-existing owners of THRC FTSI Related Equity (as defined in “Note 4 – Business Combinations”) and contributed the remaining proceeds to ProFrac Holdings, LLC. The Company used the remaining proceeds to pay down $ 208.6 million of outstanding borrowings with the remaining proceeds to be used for general corporate uses and additional repayment of debt. Redeemable Noncontrolling Interests ProFrac Corp.’s only material asset is an equity interest consisting of units representing limited liability company interests in ProFrac LLC (the “Units”). As the sole managing member of ProFrac LLC, ProFrac Corp. consolidates the financial results of ProFrac LLC and its subsidiaries and reports a noncontrolling interest related to the portion of Units not owned by ProFrac Corp. Historically, the holders of Units not owned by ProFrac Corp. also held shares of ProFrac Corp.’s Class B common stock, such that a single share of Class B common stock was issued for each Unit not owned by ProFrac Corp. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of ProFrac LLC and the Second Amended and Restated Certificate of Incorporation of ProFrac Corp., certain members of ProFrac LLC had the right to cause ProFrac LLC to redeem all or a portion of each such member's Units, together with the surrender of the same number of each such member's shares of Class B common stock, for an equivalent number of shares of Class A common stock or, at the election of our board of directors, cash. In connection with the exercise of such redemption, a corresponding number of shares of Class B common stock would be canceled. The redemption election was not considered to be within our control because the holders of Class B common stock and their affiliates controlled us through direct representation on our board of directors. As a result, we have historically presented the noncontrolling interests in ProFrac LLC as redeemable noncontrolling interests outside of permanent equity. In April 2023, all the eligible holders of the Units (the "Redeeming Members") submitted redemption notices with respect to all of their Units, representing an aggregate of 104.2 million ProFrac LLC units (the "Redeemed Units"), together with the surrender and delivery of the same number of shares of our Class B common stock. The Redeeming Members include entities owned or affiliated with ProFrac Corp.'s controlling stockholders, Mr. Dan Wilks and Mr. Farris Wilks, as well as Mr. Matthew D. Wilks, our Executive Chairman, an entity affiliated with Mr. Johnathan L. Wilks, our Chief Executive Officer, and Mr. Coy Randle, a member of our board of directors. In April 2023, we delivered a written notice to ProFrac LLC and the Redeeming Members setting forth our election to exercise our right to purchase directly and acquire the Redeemed Units, together with the surrender and delivery of the same number of shares of our Class B common stock from the Redeeming Members. We subsequently acquired the Redeemed Units from the Redeeming Members by issuing an aggregate of 101.1 million shares of Class A common stock on or about April 10, 2023 and the remaining 3.1 million shares on or about April 13, 2023. The surrendered shares of Class B common stock were canceled, and no shares of our Class B common stock remain issued and outstanding. The phrase "conversion of Class B common stock to Class A common stock" used throughout this document refers to the April 2023 transactions described above. Activity related to the redeemable noncontrolling interest is as follows: Redeemable Noncontrolling Interests Balance, December 31, 2021 $ - Effect of corporate reorganization and reclassification to redeemable noncontrolling interest 377.5 Adjustment of redeemable noncontrolling interest to redemption amount at IPO (1) 1,438.3 Net income 206.0 Class A Common Stock issued to settle asset purchase 21.4 Class A shares issued to acquire USWS 147.4 Class A shares issued for vested stock awards ( 0.1 ) Tax withholding related to net share settlement of equity awards ( 1.9 ) Class B shares issued to acquire REV 57.6 Change in accrued distribution related to income taxes ( 2.8 ) Stock-based compensation 4.0 Stock-based compensation related to deemed contribution 41.6 Foreign currency translation adjustments 0.1 Adjustment of redeemable noncontrolling interest to redemption amount (2) 173.8 Balance, December 31, 2022 $ 2,462.9 Class A shares issued in acquisitions 9.5 Net income 41.8 Stock-based compensation 2.0 Stock-based compensation related to deemed contribution 7.3 Foreign currency translation adjustments 0.1 Adjustment of redeemable noncontrolling interest to redemption amount (3) ( 1,210.3 ) Conversion of Class B common stock to Class A common stock ( 1,313.3 ) Balance, December 31, 2023 $ — (1) Based on 101.1 million shares of Class B Common Stock outstanding and the $ 18.00 per share IPO price. (2) Based on 104.2 million shares of Class B Common Stock outstanding and the 10-day VWAP of Class A Common Stock of $ 23.63 at December 31, 2022. (3) Based on 104.2 million shares of Class B common stock outstanding and the 10-day VWAP of Class A common stock of $ 12.60 at April 7, 2023. Correction of an Immaterial Error on Previously Issued Financial Statements During the fourth quarter of 2023, the Company identified and corrected an error in our accounting for deferred tax assets and liabilities. The source of the error related to the incorrect accounting for differences in our book value and tax basis of liabilities assumed in the acquisition of USWS in the fourth quarter of 2022. At December 31, 2022, this error understated our deferred tax assets by $ 65.8 million and also understated our valuation allowance of deferred tax assets by the same amount. The net effect of the error did not affect our consolidated balance sheet as of December 31, 2022, and it did not affect our consolidated statement of operations nor our consolidated statement of cash flows for the year ended December 31, 2022. Our schedule of deferred tax assets and liabilities included in “Note 11 - Income Taxes” included the understated amounts discussed above. As a result of the conversion of our Class B common stock to Class A common stock in the second quarter of 2023, we recorded a net deferred tax liability of $ 74.7 million with a corresponding reduction to additional paid-in capital. At September 30, 2023, we revised our estimate of this net deferred tax liability to $ 74.3 million with a corresponding adjustment to additional paid-in capital. At these reporting dates, the error had not been detected and overstated these net deferred tax liabilities by $ 65.3 million at both June 30, 2023 and September 30, 2023. After correction of the calculation error, our estimated deferred tax liability should have been $ 9.4 million and $ 9.0 million at June 30, 2023, and September 30, 2023, respectively. See “Note 11 – Income Taxes” for discussion of the accounting for income taxes related to the conversion of our Class B common stock to Class A common stock. We evaluated whether our previously issued consolidated financial statements for December 31, 2022, and our unaudited consolidated financial statements for June 30, 2023, and September 30, 2023, were materially misstated due to these errors. Based upon our evaluation of both quantitative and qualitative factors, we concluded that the effects of these errors were not material individually or in the aggregate to these previously reported periods. Accordingly, we have corrected our schedule of deferred tax assets and deferred tax liabilities for December 31, 2022, in “Note 11 - Income Taxes.” We will also report the corrected amounts for June 30, 2023, and September 30, 2023, when presented in future financial statements. Concentrations of Risk Our business activities are concentrated in the well completion services segment of the oilfield services industry in the United States. The market for these services is cyclical, and we depend on the willingness of our customers to make operating and capital expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of our customers to undertake these activities depends largely upon prevailing industry conditions that are predominantly influenced by current and expected prices for oil and natural gas. Historically, a low commodity-price environment has caused our customers to significantly reduce their hydraulic fracturing activities and the prices they are willing to pay for those services. During these periods, these customer actions materially adversely affected our business, financial condition and results of operations. Our customers consist primarily of E&P companies in the continental United States. For the years ended December 31, 2023 and 2022, no individual customer represented more than 10% of our consolidated revenues. For the year ended December 31, 2021, our top three customers individually represented, respectively, 15 %, 10 %, and 7 % of our consolidated revenues. These top customers are from our stimulation services segment. The loss of any of our largest customers could have a material adverse effect on our results of operations. |
Significant accounting policies
Significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant accounting policies | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for annual financial information. The consolidated financial statements include the accounts of our company and all of our majority-owned subsidiaries that we control or variable interest entities for which we have determined that we are the primary beneficiary. All significant intercompany accounts and transactions are eliminated in consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and the disclosure of gain and loss contingencies at the date of the financial statements and during the periods presented. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ materially from those estimates. Estimates are used for, but are not limited to, determining the following: allowance for credit losses; inventory net realizable values; recoverability of long-lived assets; revenue recognition on long-term contracts; valuation of goodwill; useful lives used in depreciation, depletion and amortization; income taxes and related valuation allowances; accruals for loss contingencies; stock-based compensation expense; and the fair value of assets acquired and liabilities assumed in acquisitions. Cash and Cash Equivalents Cash equivalents include only investments with an original maturity of three months or less. We occasionally hold cash deposits in financial institutions that exceed federally insured limits. We monitor the credit ratings and our concentration of risk with these financial institutions on a continuing basis to safeguard our cash deposits. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded to restricted cash and included in prepaid expenses and other current assets in our consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated statements of cash flows for the periods indicated: December 31, 2023 2022 Cash and cash equivalents $ 25.3 $ 35.1 Restricted cash included in prepaid expenses and other current assets — 2.8 Total cash, cash equivalents, and restricted cash $ 25.3 $ 37.9 As of December 31, 2023, we had no restricted cash. As of December 31, 2022, restricted cash consisted of cash used as collateral for our credit card program and to support our workers’ compensation obligations. Allowance for Credit Losses We establish an allowance for credit losses to reduce the carrying value of our accounts receivable based on a number of factors, including the length of time that accounts receivable are past due, our previous loss history, and the customer’s creditworthiness. Losses are charged against the allowance when the customer accounts are determined to be uncollectible. The following table summarizes the rollforward of our allowance for credit losses: Year Ended December 31, 2023 2022 Balance at beginning of period $ ( 2.6 ) $ ( 0.7 ) Provision for credit losses, net of recoveries ( 0.1 ) ( 1.9 ) Write-offs — — Balance at end of period $ ( 2.7 ) $ ( 2.6 ) Inventories Inventories, which consist of proppants and chemicals that are used in the hydraulic fracturing process and maintenance parts for oilfield services equipment, are carried at the lower of cost or net realizable value. Our inventory is recorded using the first-in, first-out method or average cost basis. As necessary, we record an adjustment to decrease the value of slow moving and obsolete inventory to its net realizable value. To determine the adjustment amount, we regularly review inventory quantities on hand and compare them to estimates of future product demand, market conditions, production requirements and technological developments. Property, Plant and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation, which is generally provided by using the straight-line method over the estimated useful lives of the individual assets. We manufacture our hydraulic fracturing units and the cost of this equipment, which includes direct and indirect manufacturing costs, is capitalized, and carried as construction in progress until it is completed and placed into service. Expenditures for renewals and betterments that extend the lives of our service equipment, which includes the replacement of significant components of service equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred. When assets are disposed or retired, the cost and accumulated depreciation are netted against any sale proceeds, and the resulting gains or losses are included in the results of operations. Other than those assets acquired in business combinations that were recorded at their fair values upon acquisition, our property, plant and equipment are recorded at cost less accumulated depreciation, which is generally provided by using the straight-line method over the estimated useful lives of the individual assets. Land Indefinite Machinery and equipment 2 - 15 years Office equipment, software, and other 3 - 7 years Buildings and leasehold improvements 2 - 40 years Depletion expense related to mining property and mine development are recorded as minerals are extracted, based on units of production and engineering estimates of mineable reserves. The impact of revisions to reserve estimates is recognized on a prospective basis. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized, but is reviewed for each reporting unit for impairment annually during the fourth quarter or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of our business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The changes in the carrying amount of goodwill by reportable segment were as follows: Stimulation Proppant Manufacturing Other Total Balance, December 31, 2022 $ 153.3 $ 5.5 $ — $ 81.7 $ 240.5 Acquisition of Producers 7.2 — — — 7.2 Acquisition of Performance — 75.7 — — 75.7 Measurement period adjustments 9.2 ( 6.7 ) — — 2.5 Balance, December 31, 2023 $ 169.7 $ 74.5 $ — $ 81.7 $ 325.9 The measurement period adjustments for the stimulation services segment included an adjustment to finalize the estimate for contingent liabilities at the acquisition date for our U.S. Well Services acquisition and adjustments to working capital balances for our USWS, REV and Producers acquisitions. The measurement period adjustment for the Proppant production segment related to adjustments to working capital balances for our Performance Proppant, Monahans, and Monarch acquisitions. As of December 31, 2023, there were no indefinite-lived intangible assets recorded in our consolidated balance sheets. Impairment of Long-Lived Assets We evaluate property, plant, and equipment, operating lease right-of-use assets, and definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value of a long-lived asset may not be recoverable. Recoverability is assessed based on the undiscounted future cash flows generated by the asset or asset group. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss equal to the amount by which the carrying amount exceeds fair value. We estimate fair value based on the income, market, or cost valuation techniques. Leases At the inception of an arrangement or contract, we determine whether it is a lease or contains a lease. Lease classification is determined, and the lease is recognized and measured, at the lease commencement date. A right-of-use asset and the corresponding lease liability are recorded based on the present value of the remaining lease payments over the lease term. We do not include renewal or termination options in our assessment of the lease term unless the exercise of those options is deemed to be reasonably certain. We do not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less. Operating lease expenses are recognized on a straight-line basis over the lease term. Assets and lease liabilities related to finance leases are classified as property, plant and equipment and debt on our consolidated balance sheets. Revenue Recognition Our products and services are sold based upon contracts with our customers. We recognize revenue as we satisfy our performance obligations by transferring control over a service or product to a customer. Payment terms are specified in each customer agreement and are typically a specific number of days following satisfaction of the performance obligation. We assess our customers’ ability and intention to pay based on factors such as their financial condition and our historical payment experience with them. The following are descriptions of the principal activities of each reportable segment from which we generate our revenue. Stimulation Services. We generate revenue through the provision of hydraulic fracturing services, which involves the injection of water, sand and chemicals under high pressure into formations to optimize hydrocarbon flow paths during the completion phase of wellbores. Our contracts with customers are generally short term in nature and have a single performance obligation, which is satisfied over time. We generate a field ticket, which our customer signs, that includes charges for services performed and any inputs consumed during the service. The signing of the field ticket by the customer represents their acceptance of the service and agreement to the amounts to which we have the right to invoice and recognize as revenue. We have elected the practical expedient permitting the exclusion of disclosing the value of unsatisfied performance obligations for Stimulation Services contracts as these contracts have original contract terms of one year or less or we have the right to invoice for services performed. Proppant Production. We generate revenue through the sale of frac sand to oilfield service providers and E&P companies. The performance obligation is satisfied and revenue is recognized at the point-in-time that control of the product is transferred to the customer, generally upon shipment from our facility. Certain of our contracts contain multiple performance obligations to provide a minimum quantity of products to our customers in future periods. For these contracts, the transaction price is allocated to each performance obligation at estimated selling prices and we recognize revenue as we satisfy these performance obligations. At December 31, 2023, the aggregate amount of transaction price allocated to unsatisfied performance obligations was $ 247.2 million, and the Company expects to perform these obligations and recognize revenue of $ 145.7 million in 2024 , $ 43.5 million in 2025 , $ 43.5 million in 2026 , and $ 14.5 million in 2027 . Manufacturing. We generate revenue through sales of equipment used to perform oilfield services. The performance obligation is satisfied and revenues are recognized at the point-in-time that control of goods are transferred to the customer, generally upon shipment from our manufacturing facility. Our contract assets are classified as accounts receivable in our consolidated balance sheets. Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered. Our current and non-current contract liabilities are classified as other current liabilities and other liabilities, respectively, in our consolidated balance sheets. Our contract liabilities consist of deferred revenues from advance consideration received from customers related to future performance of service or delivery of products and off-market contract liabilities from unfavorable contracts recognized in connection with our business acquisitions in the Proppant Production segment. We believe that disaggregating our revenue by reportable segment (see “Note 15 – Business Segments”) provides the information necessary to understand the nature, amount, timing and uncertainty of our revenues and cash flows. Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and are therefore excluded from revenues in the consolidated statements of operations. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill if the definition of a business is met. For significant acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and liabilities assumed using discounted cash flows and other applicable valuation techniques. We record any acquisition related costs as expenses when incurred. Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date. We measure asset acquisitions based on their cost to us, including transaction costs. Acquisition costs or consideration transferred in an asset acquisition are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. Consideration given in the form of non-monetary assets, liabilities incurred or equity interests issued is measured based on either their cost to us or the fair value of the net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the net assets acquired based on their estimated relative fair values. Goodwill is not recognized in an asset acquisition. The estimation of the fair values of assets and liabilities acquired in business combinations or asset acquisitions requires significant judgment. Our fair value estimates require us to use significant observable and unobservable inputs. The estimates of fair value are also subject to significant variability, are sensitive to changes in market conditions, and are reasonably likely to change in the future. A significant change in the observable and unobservable inputs and determination of fair value of the assets and liabilities acquired could significantly impact our consolidated financial statements. Variable Interest Entities We evaluate our ownership, contractual and other interest in entities to determine if they are variable interest entities (“VIE”). We evaluate whether we have a variable interest in those entities and the nature and extent of those interests. Based on our evaluation, if we determine we are the primary beneficiary of a VIE, we consolidate the entity in our financial statements. Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases of categorization within the hierarchy upon the lowest level input that is available and significant to the fair value measurement: • Level 1: The use of quoted prices in active markets for identical assets or liabilities. • Level 2: Other than quoted prices included in Level 1, inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3: The use of significant unobservable inputs that typically require the use of management’s estimates of assumptions that market participants would use in pricing. Our current assets and liabilities contain financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying value of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including: (i) the short-term duration of the instruments and (ii) our historical incurrence of and expectations of future credit losses. The book value of our floating rate debt approximates fair value because of its floating rate structure. Stock-based Compensation Stock-based compensation is measured on the grant date and fair value is recognized as expense over the requisite service period, which is generally the vesting period of the award. We recognize forfeitures as they occur rather than estimating expected forfeitures. For equity-classified awards with graded vesting based solely on the satisfaction of a service condition, we recognize compensation cost as a single award on a straight-line basis. The fair value of time-based and performance-based restricted stock units is determined based on the number of units granted and the closing price of our Class A Common Stock on the date of grant. Stock-based awards with market conditions are valued using a Monte Carlo simulation analysis. Income Taxes Before May 17, 2022, the ProFrac Predecessor entities were organized as limited liability companies or a limited partnership and were treated as either a disregarded entity or a partnership for U.S. federal income tax purposes, whereby the ordinary business income or loss and certain deductions were passed-through and reported on the members’ income tax returns. As such, we were not required to account for U.S. federal income taxes in the consolidated financial statements. Certain state income-based taxes are imposed on us which are reflected as income tax expense or benefit in historical periods. In connection with the IPO in May 2022, the Company reorganized and ProFrac LLC became partially owned by ProFrac Corp., a U.S. Internal Revenue Code Subchapter C corporation (“C-Corporation”). ProFrac Corp. is a taxable entity and is required to account for income taxes under the asset and liability method for periods subsequent to May 17, 2022. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled pursuant to the provisions of ASC 740, Income Taxes . The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more-likely-than-not to be realized. We record uncertain tax positions, if any, in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We had no uncertain tax positions during the periods presented. Recently Adopted Accounting Standards On January 1, 2022, we adopted the FASB Accounting Standards Codification (“ASC”) Topic 842, Leases , which amended existing guidance to require lessees to recognize right-of-use assets and related lease liabilities on the consolidated balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. We adopted this guidance using the current period adjustment approach on January 1, 2022 using the transition method that allows a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Our application of this standard did not significantly impact our results of operations or cash flows. As of January 1, 2022, we recognized right-of-use assets and liabilities of approximately $ 35.8 million from operating leases on our consolidated balance sheet. See “Note 7 – Leases” for additional disclosures related to our adoption of this ASC. During 2022, we adopted FASB ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under GAAP, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivable. On January 1, 2022, we adopted FASB ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removed specific exceptions to the general principles in Topic 740 under GAAP. The new guidance also improves the application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. We adopted this guidance using a prospective method of transition, which did not result in a material impact on our consolidated financial statements. Recently Issued Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. This ASU is effective retrospectively for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. This ASU provides for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. This ASU is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. |
Supplemental balance sheet info
Supplemental balance sheet information | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental balance sheet information | 3. SUPPLEMENTAL BALANCE SHEET INFORMATION Inventories Inventories are comprised of the following: December 31, 2023 2022 Raw materials and supplies $ 84.2 $ 97.3 Work in process 20.5 12.2 Finished products and parts 131.9 140.0 Total $ 236.6 $ 249.5 Property, Plant, and Equipment, Net Property, plant and equipment, net is comprised of the following: December 31, 2023 2022 Machinery and equipment $ 2,130.8 $ 1,665.1 Mining property and mine development 425.3 172.1 Buildings and leasehold improvements 113.9 102.0 Land 13.3 5.6 Office equipment, software and other 17.6 12.6 Construction in progress 88.3 156.1 Total 2,789.2 2,113.5 Less: accumulated depreciation, depletion and amortization ( 1,010.2 ) ( 717.1 ) Property, plant, and equipment, net $ 1,779.0 $ 1,396.4 The increase in net property, plant, and equipment was partially due to assets of $ 506.4 million acquired through our 2023 acquisitions (see Note 4). Depreciation and amortization expense related to property, plant, and equipment was $ 398.0 million, $ 261.2 million and $ 139.9 million in 2023, 2022 and 2021, respectively. Depletion expense was $ 5.2 million, $ 0.5 million, and $ 0.2 million in 2023, 2022 and 2021, respectively. Intangible Assets, Net Intangible assets, net is comprised of the following: Weighted Average Remaining Amortization period (Years) Estimated Gross Less: Accumulated Net Book As of December 31, 2023 Acquired technology 8.7 3 - 10 $ 124.7 $ ( 17.2 ) $ 107.5 Customer relationships 2.9 4 89.6 ( 23.6 ) 66.0 Intangible assets, net 6.5 $ 214.3 $ ( 40.8 ) $ 173.5 As of December 31, 2022 Acquired technology 9.6 3 - 10 $ 124.7 $ ( 4.2 ) $ 120.5 Customer relationships 3.9 4 84.0 ( 1.4 ) 82.6 Intangible assets, net 7.3 $ 208.7 $ ( 5.6 ) $ 203.1 We amortize other identifiable intangible assets with a definite life on a straight-line basis over the estimated useful lives of the assets. Our definite-lived intangible assets consist of acquired technology and customer relationships. Amortization expense related to intangible assets was $ 35.2 million, $ 5.6 million, and $ 0.6 million in 2023, 2022 and 2021, respectively. The estimated future amortization expense related to intangible assets is $ 35.4 million in 2024, $ 35.1 million in 2025, $ 33.5 million in 2026, $ 12.4 million in 2027, $ 12.0 million in 2028, and $ 45.1 million thereafter. Accrued Expenses Accrued expenses are comprised of the following: December 31, 2023 2022 Employee compensation and benefits $ 22.6 $ 39.6 Sales, use, and property taxes 24.0 20.1 Insurance 10.9 7.4 Interest 5.4 17.5 Income taxes 1.5 0.7 Other 1.2 18.4 Total accrued expenses $ 65.6 $ 103.7 Other Current Liabilities Other current liabilities are comprised of the following: December 31, 2023 2022 Acquired contract liabilities $ 43.5 $ 15.8 Accrued legal contingencies 20.7 7.0 Deferred revenue 7.3 23.1 Tax receivable agreement obligation 2.8 3.3 Other 9.8 4.0 Total other current liabilities $ 84.1 $ 53.2 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 4. BUSINESS COMBINATIONS Current Year Acquisitions On January 3, 2023, we acquired 100 % of the issued and outstanding membership interest of Producers Service Holdings LLC (“Producers”), an employee-owned pressure pumping services provider serving Appalachia and the Mid-Continent, for a total purchase consideration of $ 36.5 million, consisting of (i) Class A common stock valued at $ 12.9 million based on the acquisition date closing price of $ 21.40 ; (ii) cash consideration of $ 9.7 million; and (iii) our pre-existing investment of $ 13.9 million. Throughout the six months ended June 30, 2023, we integrated Producers' operations. As a result, we track all stimulation services assets as one group and it would be impracticable to separately report Producers' revenues or pretax earnings subsequent to the acquisition. On February 24, 2023, we acquired 100 % of the issued and outstanding membership interests in (i) Performance Proppants, LLC, (ii) Red River Land Holdings, LLC, (iii) Performance Royalty, LLC, (iv) Performance Proppants International, LLC, and (v) Sun ny Point Aggregates, LLC (together, “Performance Proppants”) for a total purchase consideration of $ 462.8 million, consisting of (i) Class A common stock valued at $ 6.2 million based on the acquisition date closing price of $ 19.67 ; (ii) cash consideration of $ 452.4 million; and (iii) the settlement of a pre-existing receivable of $ 4.2 million. Performance Proppants is a frac sand provider in the Haynesville basin . The Performance Proppants acquisition contributed revenues of $ 204.9 million and pretax income of $ 99.9 million, before intercompany eliminations, to our consolidated statement of operations for the year ended December 31, 2023. The Performance Proppants acquisition contributed revenues of $ 154.8 million, after intercompany eliminations, to our consolidated statement of operations for the year ended December 31, 2023. The following table represents our allocation of total purchase consideration of Producers and Performance Proppants to the identifiable assets acquired and liabilities assumed based on the fair values on their acquisition dates: Producers Performance Proppants Cash and cash equivalents $ 0.3 $ 2.0 Accounts receivable 6.6 17.1 Prepaid expenses and other assets 1.1 0.6 Inventories 2.0 7.5 Property, plant and equipment 29.5 476.9 Intangible assets — 5.6 Total identifiable assets acquired 39.5 509.7 Accounts payable 10.9 16.7 Accrued expenses 2.8 3.3 Current portion of long-term debt 0.2 2.1 Other current liabilities — 49.6 Non-current portion of debt 0.1 0.6 Other non-current liabilities — 42.3 Total liabilities assumed 14.0 114.6 Goodwill 11.0 67.7 Total purchase consideration $ 36.5 $ 462.8 We generally used the cost approach to value acquired property, plant and equipment adjusted for the age, condition and utility of the associated assets. The market approach valuation technique was used for assets that had comparable market data available. Included in Performance Proppants property, plant and equipment valuation is mineral reserves valued at $ 248.3 million using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The intangible assets related to the Performance Proppants acquisition represent customer relationships and the fair value was determined using the with-and-without method which is an income approach and considers the time needed to rebuild the customer base. The amounts allocated to goodwill are attributable to the organized workforce and potential or expected synergies. The goodwill for Producers and Performance Proppants was recognized in the stimulation services and proppant production segments, respectively. We estimate that substantially all of the goodwill will be deductible for income tax purposes. The allocations of purchase price to the identifiable assets acquired and liabilities assumed for the Producers acquisition are final. The allocations of purchase price to the identifiable assets acquired and liabilities assumed for the Performance Proppants acquisition is preliminary and subject to revisions during the measurement period, up to one year from the date the acquisition closed. These determinations include the use of estimates based on information that was available at the time these unaudited condensed consolidated financial statements were prepared. We believe that the estimates used are reasonable; however, the estimates are subject to change as additional information becomes available. Prior Year Acquisitions FTS International, Inc. (“FTSI”) On March 4, 2022 (“FTSI Acquisition Date”), we acquired all of the outstanding stock of FTSI (the “FTSI Acquisition”) for a purchase price of $ 405.7 million, consisting of cash consideration of $ 332.8 million, and THRC Holdings, LP (“THRC Holdings”) equity interest of $ 72.9 million (“THRC FTSI Related Equity”). Immediately following the closing of the cash acquisition pursuant to an Agreement and Plan of Merger, dated as of October 21, 2021, by and among FTSI, ProFrac LLC and ProFrac Acquisitions, Inc. (the “FTSI Merger Agreement”), ProFrac LLC distributed the 80.5 % of the FTSI equity it acquired in such merger to Farris Wilks and THRC Holdings in a manner that resulted in each of them owning 50.0 % of FTSI (the “FTSI Distribution”), with THRC Holdings receiving a smaller share of the FTSI Distribution and instead receiving certain preferred equity in ProFrac LLC in lieu of its redemption in connection with such distribution. The THRC FTSI Related Equity was the result of a transaction whereby THRC Holdings, which owned approximately 19.5 % of FTSI, agreed to retain that interest in FTSI in lieu of receiving cash pursuant to the FTSI Merger Agreement. The following table summarizes the fair value of consideration transferred in the FTSI Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the FTSI Acquisition Date: Total purchase consideration $ 405.7 Cash and cash equivalents 53.8 Accounts receivable 89.3 Prepaid expense and other assets 4.0 Inventories 42.3 Property, plant and equipment 307.1 Operating lease right-of-use asset 2.7 Intangible assets 1.2 Other assets 1.6 Total identifiable assets acquired 502.0 Accounts payable 63.0 Accrued expenses 19.3 Operating lease liability current 1.2 Current portion of debt 10.1 Other current liabilities 0.3 Operating lease liability non-current 1.5 Other non-current liabilities 0.9 Total liabilities assumed 96.3 Goodwill — Total purchase consideration $ 405.7 For the three months ended March 31, 2022, revenues and pretax earnings associated with the FTSI acquired operations were $ 48.6 million and a $ 0.1 million loss, respectively. FTSI acquisition-related costs of $ 3.7 million were incurred during the three months ended March 31, 2022, consisting of external legal and consulting fees, which are classified in acquisition related expenses in the consolidated statements of operations. Additionally, we incurred $ 9.3 million in severance costs in connection with the FTSI acquisition, which are classified in acquisition related expenses in the consolidated statements of operations. Throughout the second quarter of 2022, we integrated FTSI’s operations. As a result, we track all stimulation services assets as one group and it would be impracticable to separately report FTSI revenues or pretax earnings subsequent to March 31, 2022. Acquisition of Flotek Industries, Inc. On February 2, 2022, we entered into an agreement with Flotek Industries, Inc. (“Flotek”), pursuant to which Flotek would provide full downhole chemistry solutions for a minimum of ten hydraulic fleets for three years starting on April 1, 2022, at a price of cost plus 7.0 % (“Flotek Supply Agreement”). In exchange for entry into the Flotek Supply Agreement, we received $ 10.0 million in initial principal amount of convertible notes payable (“Flotek Convertible Notes”) and acquired an additional $ 10.0 million in principal amount of Flotek Convertible Notes in a separate transaction. Our equity ownership in Flotek on a fully diluted basis as a result of this investment was approximately 17.0 %. In addition, we received the right to designate up to two directors to Flotek’s board of directors. On February 16, 2022, we and Flotek agreed to amend the Flotek Supply Agreement to increase the term to ten years and increase the scope to 30 fleets. In exchange for our entry into the amendment to the Flotek Supply Agreement (the “Flotek Supply Agreement Amendment”), Flotek agreed to issue us $ 50.0 million in initial principal amount of Flotek Convertible Notes that was convertible into Flotek common stock. The Flotek Supply Agreement Amendment and issuance to us of additional Flotek Convertible Notes were conditioned upon customary closing conditions including the approval of Flotek’s shareholders. In May 2022, the Flotek shareholders approved the Flotek Convertible Notes issuance and the Flotek Supply Agreement Amendment. Our equity ownership in Flotek on a fully diluted basis after the consummation of these transactions was approximately 43.0 %, and we were permitted to designate two additional directors, or up to four directors to Flotek’s board of directors. Because of our power to appoint directors to the board of directors without a direct equity interest in Flotek, we determined that Flotek was a VIE. We further determined that we were the primary beneficiary of the VIE, due to our ability to appoint four of seven directors to Flotek’s board of directors. As a result, subsequent to May 17, 2022, we accounted for this transaction as a business combination using the acquisition method of accounting and Flotek’s financial statements have been included in our consolidated financial statements from May 17, 2022. As we had no direct equity interest in Flotek during 2022, we allocated 100 % of Flotek’s loss to noncontrolling interests in our consolidated financial statements. The Flotek Supply Agreement Amendment includes a minimum annual volume commitment whereby we are obligated to pay Flotek liquidated damages equal to 25.0% of the shortfall for such year, should we fail to meet the minimum purchase amount. At May 17, 2022, we had a supply agreement contract liability of $ 9.9 million, which was included as purchase consideration for Flotek as a settlement of a pre-existing relationship. All effects of the Supply Agreement have been eliminated from our consolidated financial statements subsequent to May 17, 2022. The Flotek Convertible Notes issued to ProFrac accrued paid-in-kind interest at a rate of 10 % per annum, had a maturity of one year , and converted into common stock of Flotek. We initially recognized the Flotek Convertible Notes with an initial principal balance of $ 20.0 million at $ 20.0 million. On May 17, 2022, we estimated the fair value of these Flotek Convertible Notes to be $ 30.2 million, which was included as purchase consideration for Flotek as a settlement of a pre-existing relationship. All effects of the Flotek Convertible Notes have been eliminated from our consolidated financial statements subsequent to May 17, 2022. Before May 17, 2022, we designated our investment in the Flotek Convertible Notes as trading securities. Securities designated as trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized in net investment income on the consolidated statements of operations. For the period from February 2, 2022 through May 17, 2022 we recognized noncash income of $ 10.2 million as other (expense) income on our consolidated statements of operations related to the change in fair value of the Flotek Convertible Notes. In June 2022, Flotek issued and sold to ProFrac II LLC, a wholly-owned subsidiary of ProFrac LLC, pre-funded warrants to purchase from Flotek up to approximately 13.1 million shares of Flotek common stock at any time and at an exercise price equal to $ 0.0001 per share, in exchange for $ 19.5 million in cash. ProFrac II LLC and its affiliates may not receive any voting or consent rights in respect of these warrants or the underlying shares unless and until (i) Flotek has obtained approval from a majority of its shareholders excluding ProFrac II LLC and its affiliates and (ii) ProFrac II LLC has paid an additional $ 4.5 million to Flotek. We entered into this transaction to provide additional working capital to Flotek to enable it to perform under the Flotek Supply Agreement Amendment. These pre-funded warrants have been eliminated from our consolidated financial statements. The following table summarizes the fair value of consideration transferred in the transaction, which consisted of settlement of pre-existing relationships, and its allocation to the fair values of Flotek’s assets, liabilities and noncontrolling interest as of May 17, 2022 (the “Flotek Acquisition Date”): Settlement of pre-existing relationships: Accounts payable $ ( 2.7 ) Supply Agreement contract liability ( 9.9 ) Fair value of previously held interest in 10% Convertible PIK Notes 30.2 Total purchase consideration $ 17.6 Cash and cash equivalents $ 21.7 Accounts receivable 18.9 Inventories 12.2 Assets held for sale 1.8 Other current assets 3.4 Property and equipment 21.6 Operating lease right-of-use assets 3.9 Deferred tax assets 0.3 Total identifiable assets acquired 83.8 Accounts payable and accrued liabilities 24.2 Operating lease liabilities 7.4 Finance lease liabilities 0.1 Long-term debt 17.1 Other liabilities 0.1 Total liabilities assumed 48.9 Noncontrolling interests 99.0 Goodwill 81.7 Total purchase consideration $ 17.6 The fair value of the noncontrolling interest was based on the Flotek common stock price reported by the New York Stock Exchange at the Flotek Acquisition Date, which represented Level 1 inputs. No portion of the recorded goodwill is tax deductible. The allocation of the purchase price to Flotek’s net tangible assets and liabilities and identifiable intangible assets is final. Our consolidated results included revenue of $ 37.2 million and a pretax loss of $ 29.4 mil lion from Flotek in 2022. The entire pretax loss was allocated to noncontrolling interests. In May 2023, a portion of our Flotek convertible notes matured and were converted into 63.5 million shares of Flotek common stock. In September 2023, Flotek's shareholders approved a 6-for-1 reverse stock split. Also in September 2023, Flotek's shareholders approved the issuance of 4.2 million shares (post-split) of common stock to the Company to settle a prefunded warrant related to the February 2022 Flotek convertible notes held by the Company that matured in February 2023. As of December 31, 2023, we owned approximately 50.8 % of Flotek's outstanding common stock. As of December 31, 2023 and 2022, $ 62.7 million and $ 79.2 million, respectively, of Flotek's assets and $ 55.5 million and $ 72.0 million, respectively, of Flotek's liabilities are included in our unaudited condensed consolidated balance sheets. These amounts are exclusive of goodwill and are after intercompany eliminations. The assets of Flotek can only be used to settle its obligations and the creditors of Flotek have no recourse to our assets. Our exposure to Flotek is generally limited to the carrying value of our equity and variable interests. SP Silica of Monahans, LLC and SP Silica Sales, LLC (“Monahans”) On July 25, 2022 (the “Monahans Acquisition Date”), we acquired 100 % of the issued and outstanding membership interests of each of SP Silica of Monahans, LLC and SP Silica Sales, LLC (collectively “Monahans”), the West Texas subsidiaries of Signal Peak Silica, for a final purchase price of $ 97.4 million in cash (the “Monahans Acquisition”). The following table summarizes the fair value of consideration transferred in the Monahans Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Monahans Acquisition Date: Total purchase consideration $ 97.4 Cash and cash equivalents 0.1 Accounts receivable 11.7 Prepaid expense and other assets 0.6 Inventories 3.2 Property, plant and equipment 115.7 Intangible assets 6.2 Other assets 9.2 Total identifiable assets acquired 146.7 Accounts payable 8.2 Accrued expenses 1.0 Other current liabilities 4.4 Other non-current liabilities 38.1 Total liabilities assumed 51.7 Goodwill 2.4 Total purchase consideration $ 97.4 For the acquired property, plant and equipment, the valuation technique utilized was the cost approach, which adjusted estimates of replacement cost for the age, condition and utility of the associated assets. In addition, the market approach valuation technique was used for assets that had comparable market data available. Included in our property, plant and equipment valuation is mineral reserves valued at $ 26.5 million using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The intangible asset represents customer relationship and its fair value was determined using the with-and-without method which is an income approach and considers the time needed to rebuild the customer base. The allocation of the purchase price to Monahans’ net tangible assets and liabilities and identifiable intangible assets is final. The goodwill in this acquisition was primarily attributable to Monahans’ organized workforce and potential or expected synergies, and is tax deductible. We recognized this goodwill in the proppant production segment. Our consolidated results included revenue of approximately $ 34.0 million and pretax income of $ 11.5 mil lion from this acquisition in 2022. U.S. Well Services, Inc. ( “ USWS”) On June 21, 2022, ProFrac Holding Corp. entered into an Agreement and Plan of Merger (the “USWS Merger Agreement”) by and among ProFrac Holding Corp., USWS, a Delaware corporation, and Thunderclap Merger Sub I, Inc., a Delaware corporation and an indirect subsidiary of ProFrac Holding Corp. (“Merger Sub”), to effect a stock-for-stock merger transaction. The USWS Merger Agreement also provides for, among other things, the merger of Merger Sub with and into USWS, with USWS surviving the merger as the surviving corporation and an indirect subsidiary of ProFrac Holding Corp. (the “USWS Acquisition”). The USWS Acquisition was completed on November 1, 2022 (“USWS Acquisition Date”) for (i) equity consideration of 12.9 million shares of our Class A Common Stock valued at $ 282.1 million based on the $ 21.91 closing price of our Class A Common stock on the day immediately prior to USWS Acquisition date, pursuant to the USWS Merger Agreement, (ii) consideration in the form of replacement warrants valued at its estimated fair value of $ 1.1 million, and (iii) cash consideration of $ 195.9 million, which included payments for indebtedness on behalf of USWS. The replacement warrants consist of public warrants and private warrants exercisable into 153,613 and 106,857 shares, respectively, of our Class A Common Stock. In connection with the USWS Acquisition, we borrowed approximately $ 164.0 million under our 2022 ABL Credit Facility. See “Note 6 - Debt” for additional discussion regarding the 2022 ABL Credit Facility. The Wilks Parties hold a controlling interest in ProFrac Holding Corp. and certain Wilks Parties also owned certain securities of USWS. Upon consummation of the USWS Acquisition, certain Wilks Parties received approximately 4.1 million shares of our Class A Common Stock which was included as part of equity consideration. The following table summarizes the fair value of consideration transferred in the USWS Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the USWS Acquisition Date: Total purchase consideration $ 479.1 Cash and cash equivalents 19.4 Accounts receivable 34.3 Prepaid expense and other assets 9.9 Inventories 15.1 Property, plant and equipment 278.4 Operating lease right-of-use assets 40.9 Intangible assets 136.3 Other assets 0.4 Total identifiable assets acquired 534.7 Accounts payable 68.3 Accrued expenses and other current liabilities 19.9 Current portion of debt 13.1 Current portion of operating lease liabilities 24.0 Current portion of finance lease liabilities 1.8 Warrant liabilities 15.6 Long-term debt 27.7 Long-term operating lease liabilities 16.9 Long-term finance lease liabilities 4.9 Total liabilities assumed 192.2 Goodwill 136.6 Total purchase consideration $ 479.1 For the acquired property, plant and equipment, the valuation technique utilized was the cost approach, which adjusted estimates of replacement cost for the age, condition and utility of the associated assets. The intangible assets related to the USWS Acquisition represent developed technology and customer relationship. The fair value of the developed technology was determined using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The fair value of customer relationship was determined using the with-and-without method which is an income approach and considers the time needed to rebuild the customer base. The allocation of the purchase price to USWS’s net tangible assets and liabilities and identifiable intangible assets is final. The goodwill in this acquisition was primarily attributable to USWS’ organized workforce and potential or expected synergies. We recognized this goodwill in the stimulation services segment. No portion of the recorded goodwill is tax deductible. Our consolidated results included revenue of $ 62.1 million and a pretax loss of $ 11.4 mil lion from this acquisition in 2022. Monarch Silica, LLC ( “ Monarch ”) On December 5, 2022, ProFrac II LLC (i) entered into a Membership Interest Purchase Agreement (the “Monarch Purchase Agreement”) by and among ProFrac II LLC, Monarch Capital Holdings, LLC, a Texas limited liability company (“Monarch Capital”), Monarch, David E. Welch and Paul A. Welch, pursuant to which ProFrac II LLC agreed to purchase from Monarch Capital 100 % of the issued and outstanding membership interests of Monarch (the “Monarch Equity Transaction”, and (ii) entered into a Real Property Purchase and Sale Agreement by and between ProFrac II LLC and DPW Investments, LLC, a Texas limited liability company (“DPW”), pursuant to which ProFrac II LLC agreed to purchase from DPW all of its right, title and interest in and to certain real property located in Bexar County, Texas (the “Monarch Real Property Transaction” and, together with the Monarch Equity Transaction, the “Monarch Acquisition”). The Monarch Acquisition was completed on December 23, 2022 (the “Monarch Acquisition Date”) for (i) consideration in the form of a long-term secured note payable to Monarch Capital (the “Monarch Note”) valued at its estimated fair value of $ 79.0 million, and (ii) cash consideration of $ 87.5 million. The following table summarizes the fair value of consideration transferred in the Monarch Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Monarch Acquisition Date: Total purchase consideration $ 166.5 Cash and cash equivalents 3.1 Accounts receivable 5.9 Inventories 1.3 Property, plant and equipment 147.9 Operating lease right-of-use assets 0.6 Intangible assets 6.1 Total identifiable assets acquired 164.9 Accounts payable 1.5 Accrued expenses 0.7 Current portion of operating lease liabilities 0.2 Long-term operating lease liabilities 0.4 Total liabilities assumed 2.8 Goodwill 4.4 Total purchase consideration $ 166.5 For the acquired property, plant and equipment, the valuation technique utilized was the cost approach, which adjusted estimates of replacement cost for the age, condition and utility of the associated assets. In addition, the market approach valuation technique was used for assets that had comparable market data available. Included in our property, plant and equipment valuation is mineral reserves valued at $ 99.2 million using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The intangible asset represents customer relationship and its fair value was determined using the with-and-without method which is an income approach and considers the time needed to rebuild the customer base. The allocation of the purchase price to Monarch’s net tangible assets and liabilities and identifiable intangible assets is final. The goodwill in this acquisition was primarily attributable to Monarch’s organized workforce and potential or expected synergies, and is tax deductible. We recognized this goodwill in the proppant production segment. Our consolidated results included an immaterial amount of revenue and pretax earnings from this acquisition in 2022. REV Energy Holdings, LLC (“REV”) On December 23, 2022, ProFrac II LLC entered into a Membership Interest Purchase Agreement (the “REV Purchase Agreement”) by and among ProFrac II LLC, REV, Jason Kuzov, an individual (“Kuzov”), Mitchell Winnick, an individual (“Winnick”), Buffalo Creek, LLC, an Idaho limited liability company (together with Kuzov and Winnick, the “REV Sellers”), and BCKW LLC, a Colorado limited liability company (the “REV Sellers’ Representative”), pursuant to which ProFrac II LLC agreed to purchase from the REV Sellers 100 % of the issued and outstanding membership interests of REV (the “REV Acquisition”). The REV Acquisition was completed on December 30, 2022 (the “REV Acquisition Date”) for (i) equity consideration of 3.1 million shares (of which there is a Holdback Amount, as defined in the REV Purchase Agreement, equivalent to 31.8 thousand shares) of our Class B Common Stock valued at $ 78.0 million based on the REV Acquisition Date closing price of our Class A Common Stock of $ 25.20 , (ii) consideration in the form of a long-term secured note payable to REV Sellers’ Representative (the “REV Note”) valued at its estimated fair value of $ 36.1 million, (iii) contingent consideration with an estimated fair value of $ 6.6 million, and (iv) cash consideration of $ 19.9 million, which included payments of $ 17.4 million and $ 6.0 million for indebtedness and transaction costs, respectively, on behalf of REV. The contingent consideration represented up to $ 20.0 million of earn-out payments to REV Sellers if certain EBITDA-based performance targets were achieved during 2023, as described in the REV Purchase Agreement. These performance targets were not met in 2023. The following table summarizes the fair value of consideration transferred in the REV Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the REV Acquisition Date: Total purchase consideration $ 140.6 Cash and cash equivalents 0.2 Accounts receivable 10.0 Prepaid expense and other assets 1.5 Inventories 0.7 Property, plant and equipment 75.0 Intangible assets 53.0 Other assets 0.1 Total identifiable assets acquired 140.5 Accounts payable 14.1 Accrued expenses 2.4 Current portion of debt 1.9 Long-term debt 3.6 Total liabilities assumed 22.0 Goodwill 22.1 Total purchase consideration $ 140.6 For the acquired property, plant and equipment, the valuation technique utilized was the cost approach, which adjusted estimates of replacement cost for the age, condition and utility of the associated assets. The intangible assets related to the REV Acquisition represent customer relationships and the fair value was determined using the income approach, which is predicated upon the value of the future cash flows that an asset will generate over its economic life. The allocation of the purchase price to REV’s net tangible assets and liabilities and identifiable intangible assets is final. The goodwill in this acquisition was primarily attributable to REV’s organized workforce and potential or expected synergies. We recognized this goodwill in the stimulation services segment. A portion of the recorded goodwill is tax deductible. Our consolidated results included an immaterial amount of revenue and pretax earnings from this acquisition in 2022. The following combined pro forma results of operations have been prepared as though the Producers and Performance Proppants acquisitions had been completed on January 1, 2022, and the USWS, FTSI, Flotek, Monahans, REV, and Monarch acquisitions had been completed on January 1, 2021. Pro f orma amounts presented below are for illustrative purposes only and do not reflect future events that occurred after December 31, 2023 or any operating efficiencies or inefficiencies that may result from these significant acquisitions. The results of operations are not necessarily indicative of results that would have been achieved had we controlled Performance Proppants, Producers, USWS, FTSI, Flotek, Monahans, REV, and Monarch during the periods presented. Year Ended December 31, (unaudited) 2023 2022 2021 Revenues $ 2,668.1 $ 3,159.5 $ 1,581.8 Net income (loss) $ ( 51.8 ) $ 270.1 $ ( 300.8 ) We incurred $ 16.2 million and $ 25.1 million of acquisition costs related to these acquisitions in 2023 and 2022, respectively. Acquisition costs are included in acquisition and integration costs within the consolidated statements of operations. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Investments [Abstract] | |
Investments | 5. INVESTMENTS Basin Production and Completion LLC On February 9, 2022, we entered into an agreement to purchase all the series A-1 and B-1 preferred units of Basin Production and Completion LLC (“BPC”), for $ 46.0 million, consisting of $ 40.0 million to BPC for series A-1 and B-1 preferred units and $ 6.0 million to selling holders of BPC series B-1 preferred units. Additionally, on February 14, 2022, we made a loan to FHE USA LLC (“FHE”), a subsidiary of BPC for $ 1.25 million. The loan bears interest at the rate of 5.0 % per annum. Interest is either paid at each calendar quarter end or added to the principal balance at the election of BPC. The loan matures on February 14, 2027 . The total amount invested in BPC through February 9, 2022, was $ 51.4 million. Subsequent to February 9, 2022, our investments in BPC provide us the ability to have significant influence, but not control over BPC’s operations. BPC's business and affairs are managed under the direction of its board of directors, which we do not control. Based on our evaluation, we determined that BPC is a VIE, but we are not the primary beneficiary of the VIE. We have elected the fair value option to account for our equity method investment in BPC. See “Note 14 – Fair Value of Financial Instruments” for more information on our instruments using Level 3 measurements. As of December 31, 2023 , the estimated fair value of our investment in BPC was $ 23.4 million. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 6. DEBT Long-term debt is comprised of the following: December 31, 2023 2022 ProFrac Holding Corp.: 2022 Term Loan (1) $ — $ 519.2 2029 Senior Notes (1) 520.0 — 2022 ABL Credit Facility 117.4 234.3 First Financial Loan (1) — 16.6 REV Note (1)(2) — 39.0 Equify Notes (2) 18.6 23.8 Finance lease obligations 8.6 9.3 Other 13.8 11.8 ProFrac Holding Corp. principal amount 678.4 854.0 Less: unamortized debt discounts, premiums, and issuance costs ( 17.4 ) ( 23.6 ) Less: current portion of long-term debt ( 47.2 ) ( 79.6 ) ProFrac Holding Corp. long-term debt, net 613.8 750.8 Alpine Subsidiary: Alpine 2023 Term Loan (1) 365.0 — Monarch Note 54.7 87.5 Finance lease obligations 2.1 — Alpine principal amount 421.8 87.5 Less: unamortized debt discounts, premiums, and issuance costs ( 22.0 ) ( 10.4 ) Less: current portion of long-term debt ( 71.6 ) ( 32.8 ) Alpine long-term debt, net 328.2 44.3 Flotek Subsidiary: Flotek Convertible Notes — 12.7 Flotek Paycheck Protection Program — 4.8 Flotek ABL credit facility 7.5 — Flotek other 0.2 0.4 Flotek principal amount 7.7 17.9 Less: current portion of long-term debt ( 7.6 ) ( 15.2 ) Flotek long-term debt, net 0.1 2.7 Consolidated: Total principal amount 1,107.9 959.4 Less: unamortized debt discounts, premiums, and issuance costs ( 39.4 ) ( 34.0 ) Less: current portion of long-term debt ( 126.4 ) ( 127.6 ) Total long-term debt $ 942.1 $ 797.8 (1) In December 2023, the Company refinanced all of the outstanding principal amount of 2022 Term Loan, the REV Note, and the First Financial Loan with a new issuance of 2029 Secured Notes and the 2023 Alpine Term Loan. (2) Related party debt agreements. Senior Secured Notes Due 2029 In December 2023, ProFrac Holdings II, LLC completed an offering of $ 520 million of senior secured floating rate notes due in December 2029 in a private offering to qualified institutional buyers (“2029 Senior Notes”). The Company primarily used these proceeds to repay outstanding principal amounts of the 2022 Term Loan, the REV Note, and the First Financial loan. The 2029 Senior Notes bear interest at an adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) plus a margin of 7.25 % per annum with a 2.00 % Adjusted SOFR floor. The Adjusted SOFR rate is equal to the applicable Secured Overnight Financing Rate plus 0.26161 % per annum. Interest is payable quarterly, in arrears, on March 31, June 30, September 30 and December 31. The effective interest rate was 14.0 % as of December 31, 2023. No interest was due on December 31, 2023. The first interest payment date is March 31, 2024. The 2029 Senior Notes were issued at a discount of $ 5.2 million for aggregate consideration of $ 514.8 million and resulted in net proceeds to the Company of $ 498.8 million after debt issuance costs of $ 16.0 million. The 2029 Senior Notes require minimum quarterly payments including principal payments of $ 10.0 million on June 30, 2024, September 30, 2024, and December 31, 2024, and $ 15.0 million at the end of each calendar quarter thereafter. On each of March 29, 2024, June 28, 2024, September 30, 2024 and December 31, 2024, an aggregate of $ 20.0 million aggregate principal amount of 2029 Senior Notes are redeemable, at our option, with no premium. The 2029 Senior Notes are redeemable, at our option, beginning on January 15, 2025, at a premium of 5 % through January 14, 2026. This premium declines to 2.0 % through January 14, 2027, and 1.0 % through January 14, 2028, after which we may redeem the notes at par value. The obligation to pay principal and interest on the 2029 Senior Notes is jointly and severally guaranteed on a full and unconditional basis by ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries. The 2029 Senior Notes are secured on a first priority basis by substantially all of the assets of ProFrac Corp. and ProFrac LLC and our wholly owned domestic subsidiaries. The 2029 Senior Notes contain a covenant requiring us to maintain a minimum loan to value (“LTV”) ratio of 0.75 to 1.00 . This ratio is the aggregate unpaid principal amount of the 2019 Senior Notes divided by the orderly liquidation value of our applicable assets. The 2029 Senior Notes contain covenants that could, in certain circumstances, limit our ability to issue additional debt, repurchase or pay dividends on our common or preferred stock, sell our assets, or enter into certain other transactions. We were in compliance with all of the covenants in the indenture governing our 2029 Senior Notes at December 31, 2023. Alpine 2023 Term Loan In December 2023, our Alpine subsidiary entered into a senior secured term loan credit agreement (the “Alpine Term Loan Credit Agreement”) that matures in January 2029, with CLMG Corp. as administrative agent and collateral agent, and the lenders party thereto, providing for a term loan of $ 365.0 million (the “Alpine 2023 Term Loan”). The Company primarily used these proceeds to repay outstanding principal amounts of the 2022 Term Loan, the REV Note, and the First Financial loan. Borrowings under the Alpine 2023 Term Loan accrue interest at either an Adjusted SOFR rate or a base rate, plus an applicable margin of 7.25 % per annum with a 3.00 % Adjusted SOFR floor. The Adjusted SOFR rate is equal to the applicable Secured Overnight Financing Rate plus 0.11448 % per annum. The effective interest rate was 14.3 % as of December 31, 2023. The Alpine 2023 Term Loan requires minimum quarterly payments including principal payments of $ 5.0 million on June 30, 2024, September 30, 2024, and December 31, 2024, and $ 15.0 million on the last day of each calendar quarter thereafter. In connection with any voluntary prepayment of the Alpine 2023 Term Loan prior to December 27, 2025, Alpine will be required to pay the Minimum Earnings Amount (as defined in the Alpine Term Loan Credit Agreement), which generally represents the interest on the principal amount repaid that would be owed through December 27, 2025. Voluntary prepayments made after December 27, 2025 through December 27, 2026, will incur a premium of 2 %. This premium declines to 1.0 % for voluntary prepayments made after December 27, 2026 through December 27, 2027. The Alpine 2023 Term Loan may be prepaid at par after December 27, 2027. The Alpine 2023 Term Loan is guaranteed by ProFrac Holding Corp. and all of Alpine’s subsidiaries. The Alpine 2023 Term Loan is secured by a lien on, and security interest in, substantially all of Alpine’s assets. Commencing with the fiscal quarter ending September 30, 2024, the Alpine 2023 Term Loan contains a covenant requiring us not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00 . This ratio is generally the consolidated total debt of Alpine divided by an adjusted EBITDA calculation. The Alpine 2023 Term Loan contains covenants that limit Alpine’s ability to issue additional debt, pay dividends or distributions, sell its assets, or enter into certain other transactions. Alpine was in compliance with all covenants, and there were no existing defaults or events of default related to the Alpine 2023 Term Loan as of December 31, 2023. 2022 ABL Credit Facility On March 4, 2022, ProFrac LLC, ProFrac II, LLC, as borrower, and certain of the Company’s wholly owned subsidiaries as obligors, entered into a senior secured asset-based revolving credit agreement that expires on March 4, 2027 (as amended, the “2022 ABL Credit Facility”), with a group of lenders with JPMorgan Chase Bank N.A., as administrative agent and collateral agent. The 2022 ABL Credit Facility, as amended, provides for a maximum availability of $ 325.0 million. The maximum availability of credit under the 2022 ABL Credit Facility is limited at any time to the lesser of the lenders committed amounts or a borrowing base. The borrowing base is based on percentages of eligible accounts receivable and eligible inventory, which serve as collateral for the ABL Credit Facility, and is subject to certain reserves. Assets of our Alpine subsidiary are excluded from the borrowing base. If at any time borrowings and letters of credit issued under the credit facility exceed the borrowing base, we will be required to repay an amount equal to such excess. As of December 31, 2023, the maximum availability under the ABL credit facility was limited to our eligible borrowing base of $ 210.9 million with $ 117.4 million of borrowings outstanding and $ 10.1 million of letters of credit outstanding, resulting in approximately $ 83.4 million of remaining availability. Borrowings under the 2022 ABL Credit Facility accrue interest at either a SOFR rate or a base rate, plus an applicable margin. The applicable margin for SOFR rate loans ranges from 1.5 % to 2.0 % and for base rate loans ranges from 0.5 % to 1.0 %. The 2022 ABL Credit Facility bears an unused line fee ranging from 0.250 % to 0.375 %. The effective interest rate was 9.5 % as of December 31, 2023. We are required by the 2022 ABL Credit Facility to maintain minimum liquidity of $ 15.0 million at all times. If the amount available under the 2022 ABL Credit Facility is less than the greater of 12.5 % of our maximum availability or $ 30.0 million, we will be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 , to the extent such conditions continue for at least five consecutive business days, and we will be subject to the cash dominion provisions under the agreement. The 2022 ABL Credit Facility contains certain customary representations and warranties and affirmative and negative covenants. The negative covenants include, subject to customary exceptions, limitations on indebtedness, dividends, distributions and certain other payments, investments, acquisitions, prepayments of specified junior indebtedness, amendments of specified junior indebtedness, transactions with affiliates, dispositions, mergers and consolidations, liens, restrictive agreements, sale and leaseback transactions, changes in fiscal periods and changes in line of business. The Company was in compliance with all covenants, and there were no existing defaults or events of default related to the 2022 ABL Credit Facility as of December 31, 2023. Monarch Note In connection with our acquisition of Monarch in December 2022 , $ 87.5 million of the purchase price was financed through a seller-financed note (the “Monarch Note”, see “Note 4 - Business Combinations” for additional information). The Monarch Note matures in December 2024 and bears interest at an annual rate of 2.5 %. The Monarch Note requires minimum quarterly payments of $ 10.9 million. Alpine has an option to prepay the loan in whole or in part without penalty or premium. The Monarch Note is secured by Alpine’s equity interest in Monarch, substantially all of the assets of Monarch, and real property acquired in connection with the Monarch Acquisition. The Monarch Note was initially measured at fair value in connection with the Monarch Acquisition, resulting in recording a debt discount of $ 10.4 million. We amortize such discount as an adjustment to interest expense using the effective interest method over the term of the Monarch Note. As of December 31, 2023, our effective interest rate on the Monarch Note was 12.1 %. Equify Notes In connection with our acquisition of USWS in November 2022 (see “Note 4 - Business Combinations” for additional information), we assumed two equipment financing notes with Equify Financial, LLC, a related party to the Company controlled by the Wilks Parties. At acquisition, these notes had principal balances of $ 11.9 million and $ 12.3 million, have terms through August 2027 and October 2027 , and bear interest at an annual rate of 14.8 % and 15.5 %, respectively. The Equify Notes were initially measured at fair value in connection with the USWS Acquisition, resulting in recording a debt premium of $ 3.6 million. We amortize such premium as an adjustment to interest expense using the effective interest method over the term of the Equify Notes. As of December 31, 2023, the effective interest rates on the Equify Notes were 3.4 % and 4.2 %. These notes are collateralized by certain equipment in our stimulation services segment. Other Indebtedness The Company has other indebtedness of $ 13.8 million including equipment financing notes, insurance premium financing and light-duty vehicle loans. Restricted Assets Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 15 - Business Segments” for certain financial information for Alpine, which is our proppant production segment. 2022 Term Loan Credit Facility (Extinguished) On March 4, 2022, ProFrac LLC, ProFrac Holdings II, LLC (“ProFrac II LLC”), as borrower, and certain of the Company’s wholly owned subsidiaries as obligors, entered into a senior secured term loan credit agreement that expires on March 4, 2025 (as amended, the “2022 Term Loan Credit Facility”), with Piper Sandler Finance LLC, as administrative agent and collateral agent, and the lenders party thereto, providing for a term loan facility in an aggregate amount of $ 450.0 million. In December 2023, amounts outstanding under the 2022 Term Loan were repaid with proceeds received from the issuance of our Senior Secured Notes and the 2023 Alpine Term Loan, resulting in loss on extinguishment of debt of $ 35.4 million. Borrowings under the 2022 Term Loan Credit Facility accrued interest at either a SOFR rate or a base rate, plus an applicable margin. The applicable margin for SOFR rate loans ranged from 7.25 % to 8.00 % and for base rate loans ranged from 6.25 % to 7.00 %. The 2022 Term Loan Credit Facility was guaranteed by ProFrac LLC and all of the Company’s material existing subsidiaries and certain direct and indirect future U.S. restricted subsidiaries of the Company. The 2022 Term Loan Credit Facility was secured by a lien on, and security interest in, substantially all of ours and each such guarantor’s assets. The 2022 Term Loan Credit Facility contained certain customary representations and warranties and affirmative and negative covenants. The 2022 Term Loan Credit Facility contained customary events of default. The Company was in compliance with all covenants, and there were no defaults or events of default related to the 2022 Term Loan Credit Facility. REV Note (Extinguished) In connection with our acquisition of REV in December 2022 , $ 39.0 million of the purchase price was financed through a seller-financed note (the “REV Note”, see “Note 4 - Business Combinations” for additional information). The REV Note matured on June 30, 2025 and bore interest at an annual rate of 2.25 %. In December 2023, amounts outstanding under the REV Note were repaid with proceeds received from the issuance of our Senior Secured Notes and the 2023 Alpine Term Loan, resulting in loss on extinguishment of debt of $ 1.0 million. One of the REV Sellers joined the Company in a management capacity upon the acquisition of REV. First Financial Loan (Extinguished) In December 2021, the Company entered into a $ 30.0 million loan with First Financial Bank, N.A. (“First Financial Loan”). The First Financial Loan had a maturity date of January 1, 2024 with an interest rate of LIBOR plus 3.5 %, and the loan was to be repaid by equal payments of principal and interest beginning in February 2022. In December 2023, amounts outstanding under the First Financial Loan were repaid with proceeds received from the issuance of our Senior Secured Notes and the 2023 Alpine Term Loan. Flotek Convertible Notes (Extinguished) In February 2022, Flotek entered into a private investment in public equity transaction (the “PIPE Transaction”) with a consortium of investors to secure growth capital. Pursuant to the PIPE Transaction, Flotek issued $ 11.2 million in aggregate initial principal amount of Flotek Convertible Notes to parties other than the Company. The Flotek Convertible Notes 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. In March 2022, $ 3.0 million of Flotek Convertible Notes were converted at a holder’s option into approximately 2.8 million shares of Flotek common stock. In February 2023, Flotek's convertible notes matured and all $ 12.7 million principal amount were converted to shares of Flotek common stock, which is classified as "Noncontrolling interests" in our consolidated balance sheets. The Flotek Convertible Notes were obligations of Flotek and had no recourse or claim against the assets of ProFrac Holding Corp. or its other consolidated subsidiaries. Maturities of Debt As of December 31, 2023 , the principal maturity schedule for our debt outstanding is as follows: 2024 2025 2026 2027 2028 Thereafter Total ProFrac Holding Corp.: 2029 Senior Notes 30.0 60.0 60.0 60.0 60.0 250.0 520.0 2022 ABL Credit Facility — — — 117.4 — — 117.4 Equify Notes 5.0 5.0 5.0 3.6 — — 18.6 Finance lease obligations 2.3 2.2 2.0 1.8 0.3 — 8.6 Other 9.9 2.6 0.6 0.6 0.1 — 13.8 ProFrac Holding Corp. principal amount 47.2 69.8 67.6 183.4 60.4 250.0 678.4 Alpine Subsidiary: Alpine 2023 Term Loan 15.0 60.0 60.0 60.0 60.0 110.0 365.0 Monarch Note 54.7 — — — — — 54.7 Finance lease obligations 1.9 0.2 — — — — 2.1 Alpine principal amount 71.6 60.2 60.0 60.0 60.0 110.0 421.8 Flotek Subsidiary: Flotek ABL credit facility 7.5 — — — — — 7.5 Flotek other 0.1 0.1 — — — — 0.2 Flotek principal amount 7.6 0.1 — — — — 7.7 Total principal amount $ 126.4 $ 130.1 $ 127.6 $ 243.4 $ 120.4 $ 360.0 $ 1,107.9 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 7. LEASES Our leasing arrangements consist of both operating and finance leases. We are a lessee on several leases of real estate, administrative offices, manufacturing and maintenance facilities, heavy duty equipment, light duty vehicles, tractors, and power generation equipment. We do not have any material lessor arrangements. In connection with the completion of the FTSI Acquisition, FTSI conveyed to Wilks Development, LLC, an affiliate of ProFrac LLC, substantially all of FTSI’s owned real property, consisting primarily of FTSI’s hydraulic fracturing equipment manufacturing facilities, in exchange for cash consideration of approximately $ 44.4 million (the “FTSI Sale Leaseback”). We now lease such real property from Wilks Development, LLC in exchange for aggregate monthly lease payments of $ 51.6 million through March 2032. The cash consideration received was $ 3.7 million less than the carrying value of these assets. Because this sale was to an affiliate under common control, we accounted for the $ 3.7 million as an equity transaction recorded as a deemed distribution within our consolidated statements of changes in equity. Our finance lease balances are as follows: December 31, Consolidated Balance Sheet Location 2023 2022 Assets: Finance lease right-of-use assets Property, plant, and equipment, net $ 11.4 $ 10.3 Liabilities: Current portion of finance lease liabilities Current portion of long-term debt $ 4.2 $ 2.3 Finance lease liabilities Long-term debt $ 6.5 $ 7.0 The components of our lease costs are as follows: Year Ended December 31, 2023 2022 Operating lease costs $ 45.8 $ 18.6 Short-term lease costs 32.3 10.5 Finance lease costs: Amortization of right-of-use assets 5.1 0.4 Interest on lease liabilities 1.0 0.1 Total lease costs $ 84.2 $ 29.6 The weighted-average remaining lease term and discount rates used in the measurement of our right-of-use assets and lease liabilities are as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 6.4 years 5.9 years Finance leases 3.7 years 4.0 years Weighted average discount rate: Operating leases 5.9 % 6.9 % Finance leases 7.8 % 7.1 % The following table includes other supplemental information for our leases: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease obligations: Operating leases $ 46.4 $ 18.2 Finance leases $ 6.2 $ 0.9 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 11.9 $ 50.8 Finance leases $ 8.6 $ 3.6 Operating lease right-of-use assets recognized upon adoption of the leasing standard $ — $ 35.8 As of December 31, 2023, the future maturities of our leases liabilities are as follows: Fiscal Year Operating Leases Finance Leases 2024 $ 29.0 $ 5.0 2025 13.1 2.7 2026 12.4 2.3 2027 12.6 1.9 2028 11.6 0.3 Thereafter 31.6 — Total lease payments 110.3 12.2 Less imputed interest ( 18.0 ) ( 1.5 ) Total lease liabilities $ 92.3 $ 10.7 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Preferred Stock | 8. PREFERRED STOCK In September 2023, we issued and sold 50,000 shares of Series A preferred stock, par value $ 0.01 per share (the "Preferred Stock"), to two entities controlled by the Wilks Parties. The Preferred Stock was sold for aggregate consideration of $ 50.0 million, and resulted in net proceeds to the Company of $ 48.9 million after the payment of $ 1.1 million in issuance costs. The Preferred Stock ranks senior to our common stock with respect to dividend rights and distribution rights in the event of any liquidation, winding-up or dissolution of the Company. The amount that each share of Preferred Stock is entitled to in liquidation is equal to a liquidation preference. The liquidation preference initially equals the original issue price per share of $ 1,000.00 for each share of Preferred Stock and is increased as the result of any paid-in-kind dividends (“Liquidation Preference”). Whether or not declared by the board of directors and whether or not there are funds legally available for the payment of dividends, holders of outstanding shares of Preferred Stock shall be entitled to cumulative paid-in-kind dividends at a rate per share equal to an annual rate of 8 % on the then-applicable Liquidation Preference. Such dividends shall compound and be payable quarterly in arrears. After one year, the Preferred Stock holders will have the option to convert each Preferred Stock share into shares of our common stock at a conversion ratio. The conversion ratio is defined as the Liquidation Preference as of the date of the conversion divided by the conversion price of $ 20.00 , where such conversion price is subject to adjustment upon the occurrence of specified events set forth under terms of the Preferred Stock. At December 31, 2023, the Preferred Stock was convertible into 2.5 million common shares. The Preferred Stock is redeemable at the Company's option at any time. The redemption price per share is an amount in cash equal to the Liquidation Preference as of the date of redemption multiplied by 1.15 (“Redemption Amount”). As of December 31, 2023, the Redemption Amount of the Preferred Stock would be $ 58.7 million. Upon a change of control, the Company will have the options to convert the Preferred Stock into common shares or to redeem the Preferred Stock for cash. If the Company elects to convert the Preferred Stock into common shares, it will do so at a conversion rate equal to the greater of: • The Liquidation Preference divided by $ 10.95 , or • The Liquidation Preference divided by the 30-day volume-weighted average price (“VWAP”) of our common stock at the public announcement of the change of control transaction. If the Company elects to redeem the Preferred Stock for cash, it will pay out the greater of (1) the Liquidation Preference as of the date of such payment or (2) the amount such holder would receive in the change of control transaction if such share of Preferred Stock had been converted into a number of shares of common stock equal to the greater of: • The Liquidation Preference divided by $ 20.00 (which is subject to adjustment upon the occurrence of specified events set forth under the terms of the Preferred Stock), and • The Liquidation Preference divided by the 30-day VWAP of our common stock at the change of control date. The holders of the Preferred Stock are also common stockholders of the Company and collectively control our board of directors. Therefore, the Preferred Stock holders could direct the Company to redeem the Preferred Stock at any time. As a result, we have classified the Preferred Stock as temporary equity on our consolidated balance sheets and have measured its carrying value at its maximum redemption value with a corresponding charge to retained earnings. |
Other Operating Expense, Net
Other Operating Expense, Net | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | 9. OTHER OPERATING EXPENSE, NET Other operating expense, net is comprised of the following: Year Ended December 31, 2023 2022 2021 (Gain) loss on disposal of assets $ ( 1.7 ) $ 2.1 $ 9.8 Litigation expenses and accruals for legal contingencies 34.1 11.3 — Severance charges 1.1 — 0.5 Loss on foreign currency transactions — — 0.2 Reorganization costs — — 2.1 Impairments of long-lived assets 2.5 — — Acquisition earnout adjustments ( 6.6 ) — — Provision for credit losses, net of recoveries 0.1 1.9 ( 1.2 ) Total $ 29.5 $ 15.3 $ 11.4 Gain or l oss on disposal of assets, net consists of gains or losses on excess property, early equipment failures, and other asset dispositions. Litigation expenses and accruals for legal contingencies generally represent legal and professional fees incurred in litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In 2023 more than half of these costs are related to litigation costs incurred in connection with multiple patent infringement lawsuits against Halliburton. See “Note 13 - Commitments and Contingencies” for further discussion. Severance charges in 2023 related to the departure of two executives. Impairments of long-lived assets in 2023 related to certain construction-in-process assets at one of our acquired sand mines that were abandoned. The acquisition earnout adjustments represent a decrease in the fair value of the contingent consideration related to our acquisition of REV in December 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 11. INCOME TAXES Before May 17, 2022, the ProFrac Predecessor entities were organized as limited liability companies or a limited partnership and were treated as either a disregarded entity or a partnership for U.S. federal income tax purposes, whereby the ordinary business income or loss and certain deductions were passed-through and reported on the members’ income tax returns. As such, we were not required to account for U.S. federal income taxes in our consolidated financial statements. Certain state income-based taxes are imposed on the Company which are reflected as income tax expense or benefit in historical periods. In connection with the IPO in May 2022, the Company reorganized and ProFrac LLC became partially owned by ProFrac Corp., a C-Corporation. ProFrac Corp. is a taxable entity and is required to account for income taxes under the asset and liability method for periods subsequent to May 17, 2022. The following table summarizes the components of income tax expense (benefit): Year Ended December 31, 2023 2022 Current income taxes: Federal $ ( 1.1 ) $ 1.7 State 2.2 3.7 Total current 1.1 5.4 Deferred income taxes: Federal — 3.6 State 0.1 0.1 Total deferred 0.1 3.7 Income tax expense (benefit) $ 1.2 $ 9.1 Actual income tax expense (benefit) differed from the amount computed by applying the statutory federal income tax rate to income (loss) before income taxes as follows: Year Ended December 31, 2023 2022 Income (loss) before income taxes $ ( 58.0 ) $ 351.8 Statutory rate 21 % 21 % Federal income tax expense (benefit) at statutory rate ( 12.2 ) 73.9 State taxes, net of federal benefit 0.8 9.5 Permanent items 7.2 13.6 Other ( 1.3 ) ( 3.2 ) Non-controlling interest ( 10.7 ) ( 59.9 ) Business combination adjustment ( 8.3 ) — Valuation allowance 25.7 ( 24.8 ) Income tax expense (benefit) $ 1.2 $ 9.1 Effective tax rate - 2.1 % 2.6 % The Company’s effective tax rate was generally lower than the federal corporate income tax rate of 21 % because income allocated to our Class B shareholders before the conversion of our Class B common stock to Class A common stock was not be subject to tax on the Company’s tax returns as well as the valuation allowance against our deferred tax assets. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 114.8 $ 93.1 Investment in ProFrac Holdings, LLC (1) — 85.1 Tax receivable agreement 74.1 18.1 Flotek net operating loss and tax credit carryforwards 48.1 45.4 Flotek intangible assets and goodwill 8.0 9.0 Flotek other 10.4 12.7 Gross deferred tax assets 255.4 263.4 Valuation allowance ( 91.1 ) ( 261.3 ) Total deferred tax assets 164.3 2.1 Deferred tax liabilities: Investment in ProFrac Holdings, LLC ( 156.5 ) — Flotek right-of-use asset and other ( 7.5 ) ( 1.8 ) Total deferred tax liabilities ( 164.0 ) ( 1.8 ) Net deferred tax assets (liabilities) $ 0.3 $ 0.3 (1) The December 31, 2022 balance was originally reported as $ 19.3 million and has been corrected in this presentation. See “Correction of an Immaterial Error on Previously Issued Financial Statements” in “Note 1 - Organization and Description of Business” for discussion of this immaterial error correction. As of December 31, 2023, the Company had approximately $ 2.4 billion of federal net operating loss ("NOL") carryforwards, of which $ 1.5 billion will expire on various dates between 2032 and 2037 with the remaining losses carried forward indefinitely. The Company's NOLs were acquired through its acquisition of FTSI and USWS during 2022. FTSI filed for bankruptcy protection on September 22, 2020 and upon emergence on November 19, 2020 elected Section 382(l)(5) with respect to its tax attributes, including NOLs. Section 382(l)(5) completely limits utilization of NOLs if a company making the election experiences a second "ownership change" under Section 382 within a two year period. FTSI experienced a second "ownership change" when it was acquired by the Company on March 2, 2022, within the two year period after it elected Section 382(l)(5). As such, $ 1.9 billion of federal NOLs are fully limited and unable to be utilized in the future. Of the Company's remaining $ 483.8 million federal NOLs, $ 424.6 million are also subject to limitation under Section 382. The Company also has $ 704.3 million of state NOLs, of which $ 600.8 million will expire on various dates between 2032 and 2042 with the remaining losses carried forward indefinitely. NOLs that are fully limited under Section 382(l)(5) were $ 510.0 million and the remaining $ 194.3 million are subject to limitation under Section 382. Before the conversion of our Class B common stock to Class A common stock in April 2023 (see Note 1), we had established a valuation allowance on substantially all of the Company’s net deferred tax assets. As a result, we only recorded income tax expense for current year tax expense. The conversion of our Class B common stock to Class A common stock resulted in a shift from a net deferred tax asset position before the conversion to a net deferred tax liability position after the conversion. The recognition of this net deferred tax liability was recorded as an equity transaction because the holders of Class B common stock and their affiliates control us through their Class A common stock holdings. The reversal of the valuation allowance was also recorded as an equity transaction at that time. Since the conversion, our results of operations have returned us to a net deferred tax asset position and as of December 31, 2023, we have reestablished a valuation allowance on substantially all of our net deferred tax assets. Deferred tax assets related to our U.S. federal and state tax net operating losses are still available to us to offset future taxable income, subject to limitations in the event of a change of control under Section 382 of the Internal Revenue Code. At December 31, 2023, we had not incurred such an ownership change. At each reporting date, we consider all available positive and negative evidence to evaluate whether our deferred tax assets are more likely than not to be realized. A significant piece of negative evidence that we consider is whether we have incurred cumulative losses (generally defined as losses before income taxes) in recent years. Such negative evidence weighs heavily against other more subjective positive evidence such as our projections for future taxable income. We noted that for the three years ended December 31, 2023, we recorded cumulative income before income taxes of $ 250.1 million as a result of income reported in 2022. Notwithstanding this three-year cumulative income, we concluded that a valuation allowance was still required at December 31, 2023, because it is more likely than not that the deferred tax assets will not be realized. We based this conclusion on the positive and negative evidence discussed below. The primary positive evidence we noted was: • Our income before income taxes in 2022 was $ 351.8 million. • We are forecasting that 2024 will be a profitable year. The primary negative evidence we noted was: • In 2023 we recorded a loss before income taxes of $ 58.0 million. • Our income before income taxes in 2023 was substantially below our annual budget. • 2022 was the first profitable year for the Company since 2018. • FTSI recorded losses before income taxes in 2021. • USWS recorded losses before income taxes in 2021 and in 2022 before being acquired by us. • The forecasts of our results and the consensus forecasts of the hydraulic fracturing industry have been historically volatile due to the up-and-down cycles experienced by the industry. • The price of oil has fluctuated significantly over the past three years. A significant decrease in the price of oil has historically resulted in a decrease in our customers’ activity levels and a corresponding decrease in our earnings. • We do not have prudent and feasible tax-planning strategies available to us to realize deferred tax assets. If we continue to generate income before income taxes in future periods, we may be able to recognize a portion of our net deferred tax assets in future periods. We will adjust the valuation allowance based on our evaluation of new information as it becomes available and new circumstances as they occur. A change in our assessment could cause a decrease to the valuation allowance, which could materially impact our results of operations. Due to the prevailing negative evidence cited above, we believe that the earliest period when we may adjust the valuation allowance is the fourth quarter of 2024. At December 31, 2023, we had no liability for uncertain tax positions. We recognize accrued interest and penalties related to any uncertain tax positions as part of income tax expense. At December 31, 2023, we had no accrued interest expense associated with unrecognized tax benefits. Interest expense associated with unrecognized tax benefits was zero for all periods presented. ProFrac LLC is obligated to make cash distributions to the redeemable noncontrolling interest holders to fund their respective income tax liabilities relating to their share of the income of ProFrac LLC. In the fourth quarter of 2022, the Company paid a distribution of $ 8.0 million to the redeemable noncontrolling interest holders. The revised estimate for the full year liability to these shareholders was $ 2.8 million. As of December 31, 2022, we recorded the $ 5.3 million overpayment of the distribution in prepaid expenses and other current assets on our consolidated balance sheets to be offset against future tax distributions. In connection with the conversion of our Class B common stock to Class A common stock, ProFrac LLC will no longer be required to make tax distributions to our former Class B shareholders. As a result, we recorded the $ 5.3 million overpayment as an equity transaction as of December 31, 2023. ProFrac Holding Corp and its U.S. subsidiaries join in the filing of a U.S. federal consolidated income tax return. Our income tax returns, along with income tax returns for our acquired subsidiaries, are currently subject to examination in federal and state jurisdictions primarily for tax years from 2019-2022. Tax Receivable Agreement In connection with our initial public offering, ProFrac Corp. entered into a tax receivable agreement (the “TRA”) with certain holders of limited liability company interests in ProFrac LLC (the “TRA Holders”). The TRA generally provides for payment by ProFrac Corp. to the TRA Holders of 85 % of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax that ProFrac Corp. actually realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in tax basis that occur as a result of ProFrac Corp.'s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s ProFrac LLC units in connection with the initial public offering or the exercise of the Redemption Right (as defined in the TRA) or the Call Right (as defined in the TRA), and (ii) imputed interest deemed to be paid by ProFrac Corp. as a result of, and additional tax basis arising from, any payments ProFrac Corp. makes under the TRA. Payments will generally be made under the TRA as ProFrac Corp. realizes actual cash tax savings from the tax benefits covered by the TRA. As a result of our IPO and the conversion of all our Class B common stock to Class A common stock (see “Note 1 – Organization and Description of Business”) and the tax effects of these transactions, we recorded a $ 68.1 million noncurrent TRA liability. The recognition of the TRA liability was recorded as an equity transaction because the holders of Class B common stock and their affiliates control us through their Class A common stock holdings. As of December 31, 2023, the current liability for our TRA obligation was an additional $ 2.8 million. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 12. EARNINGS PER SHARE The calculation of earnings per share ("EPS") for our Class A common stock is as follows: Year Ended December 31, 2023 2022 Numerator: Net (loss) income attributable to ProFrac Holding Corp. $ ( 97.7 ) $ 91.5 Adjust Series A preferred stock to its maximum redemption value ( 9.8 ) — Net (loss) income used for basic earning per Class A common share ( 107.5 ) 91.5 Net loss reallocated to dilutive Class A common shares — 0.2 Net (loss) income used for diluted earnings per Class A common share $ ( 107.5 ) $ 91.7 Denominator: Weighted average Class A common shares 130.9 44.3 Dilutive potential of employee restricted stock units — 0.2 Weighted average Class A common shares — diluted 130.9 44.5 Basic and diluted (loss) earnings per Class A common share $ ( 0.82 ) $ 2.06 The basic and diluted earnings per share (“EPS”) for the year ended December 31, 2022, represents only the period from the IPO date of May 17, 2022, to December 31, 2022, which represents the period wherein the Company had outstanding Class A common stock. The dilutive potential of employee restricted stock units was calculated using the treasury stock method. At December 31, 2023, there were 0.2 million common stock equivalents related to employee restricted stock units that were not included in diluted earnings per share because the effect of their inclusion would be antidilutive. The dilutive potential of our Preferred Stock is calculated using the if-converted method. At December 31, 2023, there were 2.5 million common stock equivalents related to Preferred Stock that were not included in diluted earnings per share because the effect of their inclusion would be antidilutive. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. COMMITMENTS AND CONTINGENCIES Litigation In the ordinary course of business, we are the subject of, or party to a number of pending or threatened legal actions and administrative proceedings. While many of these matters involve inherent uncertainty, we believe that, other than as described below, the amount of the liability, if any, ultimately incurred with respect to proceedings or claims will not have a material adverse effect on our consolidated financial position as a whole or on our liquidity, capital resources or future annual results of operations. We estimate and provide for potential losses that may arise out of legal proceedings and claims to the extent that such losses are probable and can be reasonably estimated. Significant judgment is required in making these estimates and our final liabilities may ultimately be materially different from these estimates. When preparing our estimates, we consider, among other factors, the progress of each legal proceeding and claim, our experience and the experience of others in similar legal proceedings and claims, and the opinions and views of legal counsel. Legal costs related to litigation contingencies are expensed as incurred. U.S. Well Services Inc. and U.S. Well Services, LLC (collectively, “USWS”) v. Halliburton Company and Cimarex Energy Co. (collectively, “Halliburton”) : In April 2021, USWS filed a patent infringement suit against Halliburton in United States District Court for the Western District of Texas Waco Division. In the suit, USWS alleges willful infringement of seven U.S. patents based on Halliburton’s “All-Electric Fracturing Fleet.” In August 2023, a jury returned a verdict in this case in favor of USWS, which Halliburton has indicated it intends to appeal. In June 2021, Halliburton filed inter partes review (“IPR”) petitions against these USWS patents. In January 2023, the Patent Trial and Appeal Board (“PTAB”) entered final written decisions finding certain claims of these patents invalid. In March 2023, USWS filed a notice of appeal of the final written decisions invalidating certain claims of three of these patents. Other appeal deadlines remain open. In May 2023, the Western District of Texas ruled certain claims of five of the USWS patents are invalid. In May 2022, Halliburton filed an amended answer to this patent infringement suit counterclaiming for declaratory judgment of invalidity of USWS’ patents asserted against Halliburton in this matter and willful infringement of seven of Halliburton’s U.S. patents based on USWS’ clean fleets and conventional fleets. In June 2022, USWS filed IPR petitions against four of Halliburton’s patents. In December 2022, the PTAB denied institution of IPR against these four patents. The outcome of Halliburton’s counterclaim against us is uncertain and the ultimate resolution of it could have a material adverse effect on our consolidated financial statements in the period in which the resolution is recorded. Halliburton Energy Services, Inc., Halliburton US Technologies, Inc., and Halliburton Group Technologies, Inc. (collectively, “Halliburton”) v. U.S. Well Services, LLC (“USWS”) : In September 2022, Halliburton filed two patent infringement suits against USWS in United States District Court for the Western District of Texas Waco Division. In the first lawsuit, Halliburton alleges willful infringement of three of its previously asserted patents as well as five additional U.S. patents. In the second lawsuit, Halliburton alleges willful infringement of two of its previously asserted patents as well as five additional U.S. patents. Both lawsuits allege infringement based on all of USWS and ProFrac LLC’s fleets. The two lawsuits are scheduled together and set for trial in June 2024. In January 2023, USWS filed amended answers to these patent infringement suits counterclaiming for declaratory judgment of invalidity of Halliburton’s patents asserted against USWS in this matter and willful infringement of two additional USWS’ U.S. patents based on Halliburton’s “All-Electric Fracturing Fleet.” In February 2023, Halliburton filed IPR petitions against these USWS patents. We are currently unable to estimate the reasonably possible loss or range of loss in respect of these matters. These matters remain in an early stage, with few or no substantive legal decisions by the court defining the scope of the claims or the potential damages. As these matters develop and we receive additional information, we may be able to estimate reasonably possible losses or range of loss for these matters. The outcomes of these cases are uncertain and the ultimate resolution of them could have a material adverse effect on our consolidated financial statements in the period in which the resolution is recorded. Purchase Commitments As of December 31, 2023, we had purchase commitments of $ 29.8 million in 2024 for hydraulic fracturing equipment components. |
Business Segments
Business Segments | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | 15. BUSINESS SEGMENTS We manage our business segments primarily on the type of product or services provided. We have three reportable segments which we operate within the United States of America: stimulation services, proppant production and manufacturing. Amounts in the other category reflect our business activities that are not separately reportable, which primarily includes Flotek for the periods presented. We account for intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. Intersegment revenues for the proppant production segment were 30 %, 62 % and 40 %, in 2023, 2022, and 2021, respectively. Intersegment revenues for the manufacturing segment were 89 %, 92 % and 90 %, in 2023, 2022, and 2021, respectively. Revenue to external customers for the stimulation services segment are classified as service revenue on our consolidated statements of operations. Revenue to external customers for the proppant production segment, the manufacturing segment, and our other business activities represent product sales for these businesses and are classified as such on our consolidated statements of operations. Summarized financial information for our reportable segments is as follows: Stimulation Services Proppant Production Manufacturing Other Eliminations Total Year Ended December 31, 2023: Revenue External customers — services $ 2,274.2 $ — $ — $ — $ — $ 2,274.2 External customers — product sales (1) — 270.2 19.0 66.6 — 355.8 Intercompany (2) 17.0 113.1 157.1 126.4 ( 413.6 ) — Total Revenue $ 2,291.2 $ 383.3 $ 176.1 $ 193.0 $ ( 413.6 ) $ 2,630.0 Adjusted EBITDA (3) (4) $ 479.9 $ 195.6 $ 14.5 $ ( 1.6 ) $ — $ 688.4 Depreciation, depletion and amortization 363.0 68.1 4.2 3.1 — 438.4 Investment in property, plant & equipment 221.8 40.9 3.3 1.0 — 267.0 As of December 31, 2023: Cash and cash equivalents $ 1.3 $ 17.7 $ 0.4 $ 5.9 $ — $ 25.3 Total current assets 445.8 181.2 164.7 70.6 ( 224.2 ) 638.1 Property, plant, and equipment, net 881.6 859.8 19.8 17.8 — 1,779.0 Total assets (5) 2,483.9 1,160.1 243.9 188.7 ( 1,005.9 ) 3,070.7 Current portion of long-term debt 46.2 71.6 1.0 7.6 — 126.4 Long-term debt 611.1 328.2 2.7 0.1 — 942.1 Total liabilities 1,404.5 225.7 201.5 55.5 ( 145.1 ) 1,742.1 Year Ended December 31, 2022: Revenue External customers — services $ 2,341.5 $ — $ — $ — $ — $ 2,341.5 External customers — product sales (1) — 33.9 13.1 37.1 — 84.1 Intercompany 7.2 56.1 153.6 74.7 ( 291.6 ) — Total Revenue $ 2,348.7 $ 90.0 $ 166.7 $ 111.8 $ ( 291.6 ) $ 2,425.6 Adjusted EBITDA (3) $ 771.4 $ 49.8 $ 14.3 $ ( 24.3 ) $ — $ 811.2 Depreciation, depletion and amortization $ 246.4 $ 14.2 $ 4.7 $ 2.0 $ — $ 267.3 Investment in property, plant & equipment $ 297.8 $ 52.5 $ 5.5 $ 0.4 $ — $ 356.2 As of December 31, 2022: Cash and cash equivalents $ 15.4 $ 2.9 $ 4.5 $ 12.3 $ — $ 35.1 Total current assets 740.9 33.9 99.5 74.0 ( 82.9 ) 865.4 Property, plant, and equipment, net 943.6 413.3 19.6 19.9 — 1,396.4 Total assets (5) 2,722.3 477.1 140.3 193.7 ( 599.8 ) 2,933.6 Current portion of long-term debt 79.6 32.8 — 15.2 — 127.6 Long-term debt 749.7 44.3 1.1 2.7 — 797.8 Total liabilities 1,481.3 126.8 108.1 102.2 ( 235.5 ) 1,582.9 Year Ended December 31, 2021: Revenue External customers — services $ 744.2 $ — $ — $ — $ — $ 744.2 External customers — product sales — 16.3 7.9 — — 24.2 Intercompany 1.2 10.9 68.5 — ( 80.6 ) — Total Revenue $ 745.4 $ 27.2 $ 76.4 $ — $ ( 80.6 ) $ 768.4 Adjusted EBITDA (3) $ 122.6 $ 10.7 $ 1.4 $ — $ — $ 134.7 Depreciation, depletion and amortization $ 128.0 $ 8.9 $ 3.8 $ — $ — $ 140.7 Investment in property, plant & equipment $ 82.8 $ 1.4 $ 3.2 $ — $ — $ 87.4 (1) Our proppant production segment recognized noncash revenue associated with acquired contract liabilities of $ 57.5 million and $ 6.6 million in 2023 and 2022, respectively. (2) In our other business activities, Flotek recorded $ 20.1 million of revenue related to contract shortfalls because the stimulation services segment did not purchase the minimum contractual commitment of chemistry products from Flotek. (3) We evaluate the performance of our segments based on Adjusted EBITDA. We define Adjusted EBITDA as our net income (loss) before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) (loss) gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as reorganization costs and other costs related to our initial public offering, certain credit losses, gain (loss) on extinguishment of debt, gain (loss) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges and impairments of long-lived assets. (4) Adjusted EBITDA for the stimulated services segment included an intercompany supply commitment charge of $ 20.1 million because this segment did not purchase the minimum contractual commitment of chemistry products from Flotek. (5) Total assets for the stimulation services segment includes our investment in BPC, which was $ 23.4 million and $ 53.6 as of December 31, 2023 and 2022, respectively. The gains and losses associated with this investment are not included in our segment profit measure of adjusted EBITDA. The following table reconciles Adjusted EBITDA for our reportable segments to net income (loss): Year Ended December 31, 2023 2022 2021 Adjusted EBITDA of reportable segments $ 688.4 $ 811.2 $ 134.7 Interest expense, net ( 154.9 ) ( 59.5 ) ( 25.8 ) Depreciation, depletion and amortization ( 438.4 ) ( 267.3 ) ( 140.7 ) Income tax benefit (expense) ( 1.2 ) ( 9.1 ) 0.2 Gain (loss) on disposal of assets, net 1.7 ( 2.1 ) ( 9.8 ) (Loss) gain on extinguishment of debt ( 33.5 ) ( 17.6 ) ( 0.5 ) Acquisition earnout adjustment 6.6 — Stock-based compensation ( 10.1 ) ( 8.1 ) — Stock-based compensation related to deemed contributions ( 19.7 ) ( 59.3 ) — Provision for credit losses, net of recoveries ( 0.1 ) ( 1.9 ) 1.2 Loss on foreign currency transactions — — ( 0.2 ) Reorganization costs — — ( 2.1 ) Impairment of long-lived assets ( 2.5 ) — — Severance charges ( 1.1 ) — ( 0.5 ) Acquisition and integration costs ( 21.8 ) ( 48.8 ) — Litigation expenses and accruals for legal contingencies ( 34.1 ) ( 11.3 ) (Loss) gain on investments, net ( 38.5 ) 16.5 — Net (loss) income $ ( 59.2 ) $ 342.7 $ ( 43.5 ) |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | 10. STOCK-BASED COMPENSATION The compensation cost charged against income for all stock-based compensation was $ 29.8 million and $ 67.4 million in 2023 and 2022, respectively and was classified as selling, general, and administrative expenses in our consolidated statements of operations. The total income tax benefit for all stock-based compensation was $0 .2 million and $ 0.4 million in 2023 and 2022 respectively; however, such benefit was substantially offset by the valuation allowance against our deferred tax assets. Stock-based Compensation Related to Deemed Contributions In connection with the Company’s IPO, our majority shareholders, Farris Wilks (“Farris”) and Dan Wilks (“Dan”) (together with certain family members or entities they control), sold Units representing approximately 1 % of the equity interest in ProFrac LLC to an entity controlled by our Chief Executive Officer, Ladd Wilks (“Ladd”), and our Executive Chairman, Matt Wilks (“Matt”), respectively. These equity interests in ProFrac LLC entitled each of Ladd and Matt to 1,220,978 shares of Class B Common Stock in ProFrac Corp. These Units were sold in exchange for promissory notes. While some of the documentation relating to these transfers was subject to completion, we concluded that both transactions were consummated in connection with the Company’s IPO and, for accounting purposes, should be treated in accordance with ASC Topic 718, Compensation — Stock Compensation , as deemed contributions to the Company by Farris and Dan and grants of stock-based compensation to Ladd and Matt by the Company similar to stock options. As no future service period was required and because the promissory notes are prepayable at any time, all related stock-based compensation expense was recognized in the second quarter of 2022. The stock-based compensation expense was $ 33.7 million using the Black-Scholes-Merton option-pricing model with an average contractual term of 16.5 years, a volatility rate of 64 %, and a 0 % dividend yield. Also in connection with the IPO, Farris engaged in estate planning that may result, subject to other terms and conditions, in additional shares being transferred by Farris to Ladd if the Company’s total market capitalization increases to certain target levels within the next five years, which resulted in a performance award being deemed granted by the Company to Ladd. We concluded that this arrangement should be treated, for accounting purposes, in accordance with ASC Topic 718, Compensation — Stock Compensation , as a deemed contribution to the Company by a related party and the grant of stock-based compensation with market conditions to Ladd by the Company. The grant date fair value of this award was estimated to be $ 45.3 million and will be recognized over the estimated derived service period of approximately one year . The grant date fair value and the derived service period of this award was determined using a Monte Carlo simulation method, which incorporates the possibility that the market capitalization targets may not be satisfied. The Monte Carlo simulation is affected by a number of variables, including the fair value of our underlying common shares ($ 18.00 at grant date), the expected common share price volatility over the expected term ( 79.2 %), the expected dividend yield of our common shares over the expected term ( 0.0 %), the risk-free interest rates over the expected term ( 2.86 %), and the performance period of the award ( five years ). The derived service period for the award was determined based on the median vesting time for the simulations that achieved the vesting hurdle. Stock-based compensation expense associated with this award was recognized over the derived service period. Stock-based compensation expense for this award was $ 19.7 million and $ 25.6 million in 2023 and 2022, respectively. As of December 31, 2023, there was no unrecognized compensation cost related to this award. Long Term Incentive Plan In May 2022, we adopted the ProFrac Holding Corp. 2022 Long Term Incentive Plan (“2022 Plan”) to attract and retain officers, employees, directors, and other key personnel and to provide those persons incentives and awards for performance. The 2022 Plan originally allocated 3,120,708 shares of our Class A Common Stock in the form of incentive stock options, non-qualified stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, or other stock-based awards. As of December 31, 2023, up to 2,542,708 shares were available for future grants under the 2022 Plan. Pursuant to the 2022 Plan, we have granted time-based vesting RSUs to certain employees and directors. The RSUs granted generally vest over one to four years from the grant date. The grant date fair value of the RSUs is determined using the closing price of our Class A Common Stock on the grant date. The following table summarizes the current year activity related to our time-based vesting RSUs: Units Grant Date Weighted- Unvested balance at December 31, 2022 576,493 $ 17.89 Granted 874,694 11.94 Vested ( 525,999 ) 17.40 Forfeited ( 85,581 ) 12.51 Unvested balance at December 31, 2023 839,607 $ 12.55 Stock-based compensation expense for these RSUs was $ 9.3 million and 6.0 million in 2023 and 2022, respectively. The weighted-average grant-date fair value per share of RSUs granted was $ 11.94 and $ 17.89 in 2023 and 2022, respectively. The weighted-average fair value of RSUs vested was $ 17.40 in 2023. As of December 31, 2023, there was $ 5.1 million of total unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted average period of 0.6 years. Pursuant to the 2022 Plan, the Company authorized performance-based vesting RSUs (“PRSU”) to certain company executives. The PRSUs that met the definition of having a grant date for accounting purposes in 2023 have a service component that vests one year from the grant date and two performance conditions. The grant date fair value of the PRSUs was determined using the closing price of our Class A Common Stock on the grant date. The performance conditions are based on an earnings metric and a cash flow metric and have an achievement range of 0 % to 200 % of the PRSUs granted. The performance conditions were not met during 2023 and therefore no stock-based compensation expense was recognized for these awards in 2023. The following table summarizes the current year activity related to our performance-based vesting RSUs: Units Grant Date Weighted- Unvested balance at December 31, 2022 — $ — Granted 79,988 12.65 Performance adjustment ( 56,836 ) 12.65 Vested — — Forfeited ( 23,152 ) 12.65 Unvested balance at December 31, 2023 — $ — Flotek Stock-Based Compensation Flotek stockholders have approved long-term incentive plans under which Flotek 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. Stock-based compensation expense related to Flotek awards was $ 0.3 million and $ 2.1 million in 2023 and 2022, respectively. As of December 31, 2023, there was $ 2.2 million of unrecognized compensation cost for Flotek equity awards, which is expected to be recognized over a weighted-average period of 2 years. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 14. FAIR VALUE MEASUREMENTS Recurring Measurements Our assets and liabilities measured at fair value on a recurring basis consist of the following: Fair Value Measurements Using Level 1 Level 2 Level 3 December 31, 2023: Assets — Investment in BPC $ — $ — $ 23.4 Liabilities — Munger make-whole provision $ — $ — $ 7.5 December 31, 2022: Assets — Investment in BPC $ — $ — $ 53.6 Liabilities: REV earnout payment $ — $ — $ 6.6 Munger make-whole provision — — 0.4 Warrants 1.1 — — Total $ 1.1 $ — $ 7.0 Investment in BPC We have elected the fair value option to account for our investment in Basin Production and Completion LLC ("BPC") due to the complexities of the terms of the equity investment. The significant unobservable inputs used in the fair value measurement, which was valued using the income approach and the market approach, are forecasted results and a weighted-average cost of capital. The fair value of this asset is classified as investments in our consolidated balance sheets. REV Earnout Payment The fair value of the earnout payment was estimated using a Black-Scholes model, adjusted for the capped amount of the earnout. The fair value was discounted using a company specific credit spread to account for the counterparty credit risk in making the payment. The significant unobservable inputs used in the fair value measurement are the risk-free rate, credit spread of the acquirer, discount rate, forecasted results and volatility. The performance targets were not met in 2023. The fair value of the public warrants was determined using quoted market prices, as they were traded in active markets. Munger Make-Whole Provision In November 2021, we entered into an agreement (“Munger Right Agreement”) to acquire approximately 6,700 acres near Lamesa, Texas (“West Munger Property”) for a purchase price of $ 30.0 million (“West Munger Purchase”). Under the Munger Right Agreement, the sellers elected to receive their consideration in shares of our Class A common stock, which was valued at $ 38.1 million at our IPO date. The Munger Right Agreement includes a ‘Make Whole’ provision. Under the Make Whole provision, as amended, if any seller liquidates 100 % of their Class A Common Stock prior to the two-year anniversary of the IPO and the value of the shares sold does not equal such seller’s share of the $ 30.0 million cash purchase price, then we will pay the difference between their share of the cash purchase price and the amount they ultimately received upon the sale of their Class A shares. This Make Whole provision is accounted for as a written put option with a fair value of $ 7.5 million as of December 31, 2023 and is presented within other current liabilities in our consolidated balance sheet. The fair value of the Munger make-whole provision was estimated using a Black-Scholes model. The significant unobservable inputs used in the fair value measurement are the risk-free rate and volatility. The expiration date of the Munger make-whole provision is on May 17, 2024. The intrinsic value of the Munger Make-Whole provision was $ 7.7 million at December 31, 2023. The following is a reconciliation of our recurring Level 3 fair value measurements: Year Ended December 31, 2023 2022 Balance at beginning of period $ 46.6 $ — Acquisition of Flotek convertible notes — 20.0 Election of fair value option for Investment in BPC — 51.4 Change in Flotek fair value up to acquisition date — 10.2 Elimination of Flotek convertible notes at acquisition date — ( 30.2 ) Recognition of Munger make-whole provision — ( 4.6 ) Recognition of REV earnout liability — ( 6.6 ) Change in fair value of Level 3 fair value measurements ( 30.7 ) 6.4 Balance at end of period $ 15.9 $ 46.6 All of the changes in fair value of Level 3 fair value instruments were charged to income and classified as other income (expense), net on our consolidated statements of operations. The estimated fair value of the Flotek Convertible Notes prior to our consolidation of Flotek on May 17, 2022 was valued using a Monte Carlo simulation with inputs such as the market trading price of Flotek’s common stock, the expected volatility of the Flotek’s stock price based on historical trends, a risk-free rate of interest based on US Treasury note rates and the term of the debt, the time to liquidation based on the maturity date of the notes, and a discount rate adjusted based on the credit risk of Flotek. The key inputs into the Monte Carlo simulation used to estimate the fair value the Flotek Convertible Notes were as follows: May 17, Risk-free interest rate 1.82 % Expected volatility 90.0 % Term until liquidation (years) 0.72 Stock price $ 1.29 Nonrecurring Measurements We have certain assets and liabilities that are not measured at fair value on an ongoing basis but were subjected to fair value adjustments at the time of acquisition. These include long-lived assets and liabilities acquired through our business combination activities and purchase consideration in the form of seller-financed long-term notes payable, the fair values of which were determined using applicable valuation models based on significant unobservable inputs classified as Level 3 in the fair value hierarchy. See “Note 4 – Business Combinations” for additional information. Financial Instruments The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, certain investments, accounts payable, accrued expenses and long-term debt. The carrying amounts of our financial instruments other than long-term debt approximate fair value because of the short-term nature of the items. The carrying amounts of our floating rate debt approximate fair value due to their variable interest rates. The fair value of our fixed rate debt, classified as Level 2 in the fair value hierarchy, was as follows: December 31, 2023 2022 Carrying amount of fixed rate debt $ 74.7 $ 142.7 Fair value of fixed rate debt $ 74.3 $ 142.5 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | 16. RELATED PARTY TRANSACTIONS In the normal course of business, we have entered into transactions with related parties where the Wilks Parties hold a controlling financial interest. In the three year period ended December 31, 2023, the Company had related party transactions with the following related party entities: • Automatize, LLC (“Automatize”) is a logistics broker that facilitates the last-mile delivery of proppants on behalf of its customers, including the Company. Amounts paid to Automatize include costs passed through to third-party trucking companies and a commission retained by Automatize. These payments are recorded in cost of revenues, exclusive of depreciation and depletion in our consolidated statements of operations. • Cisco Logistics, LLC (“Cisco Logistics”) is a logistics company that delivers sand and equipment on behalf of its customers, including the Company. Amounts paid to Cisco Logistics are recorded in cost of revenues, exclusive of depreciation and depletion in our consolidated statements of operations. • Equify Financial, LLC (“Equify Financial”) is a finance company that provides equipment and other financing to its customers, including the Company. Amounts paid to Equify Financial are recorded in interest expenses in our consolidated statements of operations, and repayments of long-term debt in our consolidated statements of cash flows. See “Note 6 –Debt” for additional disclosures related to related party credit agreements. • Wilks Brothers, LLC (“Wilks Brothers”) is a management company which provides administrative support to various businesses within its portfolio. Wilks Brothers and certain entities under its control will at times incur expenses on our behalf, billing us for these expenses at cost as well as certain management fees. Amounts paid to Wilks Brothers are generally recorded in selling, general and administrative expenses in our consolidated statements of operations. • Interstate Explorations, LLC (“Interstate”) is an exploration and development company for which we perform pressure pumping services. • Flying A Pump Services, LLC (“Flying A”) is an oilfield services company which provides pressure pumping, acid, and cementing services, to which we rent and sell equipment and frac fleet components. • MC Estates, LLC, The Shops at Willow Park, and FTSI Industrial, LLC (collectively, the “Related Lessors”) own various industrial parks and office space leased by us. Amounts paid to the Related Lessors are recorded in selling, general and administrative expenses in our consolidated statements of operations. • Wilks Construction Company, LLC (“Wilks Construction”) is a construction company that has built and made renovations to several buildings for us, including construction of a new sand plant in 2022. Amounts paid to Wilks Construction are recorded as capital expenditures in our consolidated statements of cash flows. • 3 Twenty-Three, LLC (“3 Twenty-Three”) is a payroll administrator which performs payroll services on behalf of its customers, including us. Amounts paid to 3 Twenty-Three are recorded in cost of revenues, exclusive of depreciation and depletion and selling, general and administrative expenses in our consolidated statements of operations. • Wilks Earthworks, LLC ("Wilks Earthworks") is an oilfield services company that provides mining, wet and dry loading, hauling and other services and equipment to its customers, including us. These payments are recorded in cost of revenues, exclusive of depreciation and depletion in our consolidated statements of operations. • Carbo Ceramics Inc. (“Carbo”) is a provider of ceramic proppant which will at times purchase conventional proppant from us to act as a broker for its customers. Additionally, we will at times purchase manufactured proppant from Carbo for the stimulation services segment. • Cisco Aero, LLC (“AERO”) is a private aviation company. • FHE USA LLC (“FHE”) is a subsidiary of BPC that provides production and well completion equipment used at the wellsite. Amounts paid to FHE are recorded as capital expenditures. The following table summarizes revenue from related parties: Year Ended December 31, 2023 2022 2021 Flying A $ 6.7 $ 3.4 $ 2.7 Carbo 0.7 0.8 1.0 Wilks Brothers — — 0.1 Interstate — — 0.1 Total $ 7.4 $ 4.2 $ 3.9 The following table summarizes expenditures with related parties: Year Ended December 31, 2023 2022 2021 Automatize $ 134.0 $ 110.8 $ 80.5 FHE 3.3 14.3 — Wilks Brothers 19.2 17.0 15.5 Related Lessors 13.2 9.1 6.3 Wilks Construction 6.8 38.9 — Wilks Earthworks 9.1 — — Equify Financial 8.7 1.0 2.9 3 Twenty-Three 1.3 0.3 1.0 Carbo 1.6 1.3 0.5 Cisco Logistics — — 0.5 Interstate — — 0.1 Other — 0.4 0.1 Total $ 197.2 $ 193.1 $ 107.4 The following table summarizes accounts receivable–related party: December 31, 2023 2022 Flying A $ 5.9 $ 1.5 Carbo 0.5 0.1 Interstate 0.4 0.3 Other — 0.2 Total accounts receivable — related party $ 6.8 $ 2.1 The following table summarizes accounts payable–related party: December 31, 2023 2022 Automatize $ 11.6 $ 8.8 Wilks Brothers 7.8 7.1 Wilks Construction — 7.9 Wilks Earthworks 1.1 — Related Lessors 0.1 — Equify 0.3 — Carbo 1.0 0.2 Total accounts payable — related party $ 21.9 $ 24.0 Additionally, in January and February of 2021, ProFrac LLC executed two agreements with one of ProFrac LLC’s members for the sale of certain lots of equipment, in exchange for $ 8.7 million in cash, an amount that approximates the net book value of the assets. Under these agreements, for any assets subsequently resold by the member, ProFrac LLC would reimburse the member for a certain percentage of the net loss, or conversely would be entitled to a certain percentage of the net gain, at rates established in the agreements. As of December 31, 2022, substantially all of the assets have been sold by the member and no adjustment to the consideration paid was necessary. On February 4, 2022, THRC Holdings entered into a Rights Agreement with Encantar Properties LP, one of the sellers from whom the Company purchased the West Munger property, under which the related party was assigned rights to $ 8.1 million of the $ 30.0 million in consideration related to the West Munger Acquisition. In May 2022, as part of the IPO, the sellers of West Munger were issued 2,114,273 shares of Class A Common Stock in exchange for the $ 30.0 million consideration related to the West Munger Acquisition. On January 11, 2023, the board of directors of ProFrac Corp. approved the appointment of Mr. Coy Randle, the then Chief Operating Officer of ProFrac Corp., to the board of directors of ProFrac Corp. Additionally, Mr. Randle entered into a consulting agreement with ProFrac Corp., effective as of January 13, 2023, pursuant to which Mr. Randle agreed to provide general operational advice to ProFrac Corp. and its direct and indirect operating subsidiaries for an annual fee of $ 0.2 million. Pursuant to the consulting agreement, ProFrac Corp. paid healthcare insurance premiums on behalf of Mr. Randle and allowed Mr. Randle to use a Company vehicle for the duration of the consulting agreement. The consulting agreement had a term of one year . In June 2023, we arranged to sell certain surplus equipment and inventory components and to assign certain pre-orders for equipment to Flying A, at prices which we believe to be fair market value, for a total consideration of $ 36.3 million. We received the proceeds from this sale in June 2023. Subsequent to June 30, 2023, Flying A requested changes to the mix of the assets being sold to it by the Company without altering the total consideration, and the Company and Flying A agreed to add to the transaction agreement a most favored nation clause on pricing and a condition to closing that the Company’s Audit Committee approve the final mix of assets to be transferred to Flying A. We delivered $ 28.9 million of these components to Flying A in 2023. We expect to deliver the remaining components to Flying A in the first half of 2024. We accounted for the unapplied proceeds from this transaction as a related party deposit presented as "Other current liabilities - related party" in our consolidated balance sheets. In September 2023, Robert Willette resigned as our Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary. We entered into a severance agreement with Mr. Willette, pursuant to which, among other things, Mr. Willette received a severance payment of $ 673 thousand and which contains, among other standard provisions, a general release and waiver of claims against the Company by Mr. Willette. In September 2023, the Company entered into a purchase agreement with THRC Holdings, LP and FARJO Holdings, LP, pursuant to which the Company issued and sold 50,000 shares of Preferred Stock for gross proceeds of $ 50.0 million. THRC Holdings, LP and FARJO Holdings, LP are Wilks Parties. See “Note 8 – Preferred Stock” for more information. |
Significant accounting polici_2
Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for annual financial information. The consolidated financial statements include the accounts of our company and all of our majority-owned subsidiaries that we control or variable interest entities for which we have determined that we are the primary beneficiary. All significant intercompany accounts and transactions are eliminated in consolidation. |
Use of estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and the disclosure of gain and loss contingencies at the date of the financial statements and during the periods presented. We base these estimates on historical results and various other assumptions believed to be reasonable, all of which form the basis for making estimates concerning the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ materially from those estimates. Estimates are used for, but are not limited to, determining the following: allowance for credit losses; inventory net realizable values; recoverability of long-lived assets; revenue recognition on long-term contracts; valuation of goodwill; useful lives used in depreciation, depletion and amortization; income taxes and related valuation allowances; accruals for loss contingencies; stock-based compensation expense; and the fair value of assets acquired and liabilities assumed in acquisitions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents include only investments with an original maturity of three months or less. We occasionally hold cash deposits in financial institutions that exceed federally insured limits. We monitor the credit ratings and our concentration of risk with these financial institutions on a continuing basis to safeguard our cash deposits. |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements, or are reserved for a specific purpose, and not readily available for immediate or general use are recorded to restricted cash and included in prepaid expenses and other current assets in our consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated statements of cash flows for the periods indicated: December 31, 2023 2022 Cash and cash equivalents $ 25.3 $ 35.1 Restricted cash included in prepaid expenses and other current assets — 2.8 Total cash, cash equivalents, and restricted cash $ 25.3 $ 37.9 As of December 31, 2023, we had no restricted cash. As of December 31, 2022, restricted cash consisted of cash used as collateral for our credit card program and to support our workers’ compensation obligations. |
Allowance for Credit Losses | Allowance for Credit Losses We establish an allowance for credit losses to reduce the carrying value of our accounts receivable based on a number of factors, including the length of time that accounts receivable are past due, our previous loss history, and the customer’s creditworthiness. Losses are charged against the allowance when the customer accounts are determined to be uncollectible. The following table summarizes the rollforward of our allowance for credit losses: Year Ended December 31, 2023 2022 Balance at beginning of period $ ( 2.6 ) $ ( 0.7 ) Provision for credit losses, net of recoveries ( 0.1 ) ( 1.9 ) Write-offs — — Balance at end of period $ ( 2.7 ) $ ( 2.6 ) |
Inventories | Inventories Inventories, which consist of proppants and chemicals that are used in the hydraulic fracturing process and maintenance parts for oilfield services equipment, are carried at the lower of cost or net realizable value. Our inventory is recorded using the first-in, first-out method or average cost basis. As necessary, we record an adjustment to decrease the value of slow moving and obsolete inventory to its net realizable value. To determine the adjustment amount, we regularly review inventory quantities on hand and compare them to estimates of future product demand, market conditions, production requirements and technological developments. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation, which is generally provided by using the straight-line method over the estimated useful lives of the individual assets. We manufacture our hydraulic fracturing units and the cost of this equipment, which includes direct and indirect manufacturing costs, is capitalized, and carried as construction in progress until it is completed and placed into service. Expenditures for renewals and betterments that extend the lives of our service equipment, which includes the replacement of significant components of service equipment, are capitalized and depreciated. Other repairs and maintenance costs are expensed as incurred. When assets are disposed or retired, the cost and accumulated depreciation are netted against any sale proceeds, and the resulting gains or losses are included in the results of operations. Other than those assets acquired in business combinations that were recorded at their fair values upon acquisition, our property, plant and equipment are recorded at cost less accumulated depreciation, which is generally provided by using the straight-line method over the estimated useful lives of the individual assets. Land Indefinite Machinery and equipment 2 - 15 years Office equipment, software, and other 3 - 7 years Buildings and leasehold improvements 2 - 40 years Depletion expense related to mining property and mine development are recorded as minerals are extracted, based on units of production and engineering estimates of mineable reserves. The impact of revisions to reserve estimates is recognized on a prospective basis. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Goodwill is not amortized, but is reviewed for each reporting unit for impairment annually during the fourth quarter or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of our business. We may assess our goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that a reporting unit’s carrying value is greater than its fair value, and if such conditions are identified, then a quantitative analysis will be performed to determine if there is any impairment. The changes in the carrying amount of goodwill by reportable segment were as follows: Stimulation Proppant Manufacturing Other Total Balance, December 31, 2022 $ 153.3 $ 5.5 $ — $ 81.7 $ 240.5 Acquisition of Producers 7.2 — — — 7.2 Acquisition of Performance — 75.7 — — 75.7 Measurement period adjustments 9.2 ( 6.7 ) — — 2.5 Balance, December 31, 2023 $ 169.7 $ 74.5 $ — $ 81.7 $ 325.9 The measurement period adjustments for the stimulation services segment included an adjustment to finalize the estimate for contingent liabilities at the acquisition date for our U.S. Well Services acquisition and adjustments to working capital balances for our USWS, REV and Producers acquisitions. The measurement period adjustment for the Proppant production segment related to adjustments to working capital balances for our Performance Proppant, Monahans, and Monarch acquisitions. As of December 31, 2023, there were no indefinite-lived intangible assets recorded in our consolidated balance sheets. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We evaluate property, plant, and equipment, operating lease right-of-use assets, and definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value of a long-lived asset may not be recoverable. Recoverability is assessed based on the undiscounted future cash flows generated by the asset or asset group. If the carrying amount of an asset or asset group is not recoverable, we recognize an impairment loss equal to the amount by which the carrying amount exceeds fair value. We estimate fair value based on the income, market, or cost valuation techniques. |
Leases | Leases At the inception of an arrangement or contract, we determine whether it is a lease or contains a lease. Lease classification is determined, and the lease is recognized and measured, at the lease commencement date. A right-of-use asset and the corresponding lease liability are recorded based on the present value of the remaining lease payments over the lease term. We do not include renewal or termination options in our assessment of the lease term unless the exercise of those options is deemed to be reasonably certain. We do not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less. Operating lease expenses are recognized on a straight-line basis over the lease term. Assets and lease liabilities related to finance leases are classified as property, plant and equipment and debt on our consolidated balance sheets. |
Revenue recognition | Revenue Recognition Our products and services are sold based upon contracts with our customers. We recognize revenue as we satisfy our performance obligations by transferring control over a service or product to a customer. Payment terms are specified in each customer agreement and are typically a specific number of days following satisfaction of the performance obligation. We assess our customers’ ability and intention to pay based on factors such as their financial condition and our historical payment experience with them. The following are descriptions of the principal activities of each reportable segment from which we generate our revenue. Stimulation Services. We generate revenue through the provision of hydraulic fracturing services, which involves the injection of water, sand and chemicals under high pressure into formations to optimize hydrocarbon flow paths during the completion phase of wellbores. Our contracts with customers are generally short term in nature and have a single performance obligation, which is satisfied over time. We generate a field ticket, which our customer signs, that includes charges for services performed and any inputs consumed during the service. The signing of the field ticket by the customer represents their acceptance of the service and agreement to the amounts to which we have the right to invoice and recognize as revenue. We have elected the practical expedient permitting the exclusion of disclosing the value of unsatisfied performance obligations for Stimulation Services contracts as these contracts have original contract terms of one year or less or we have the right to invoice for services performed. Proppant Production. We generate revenue through the sale of frac sand to oilfield service providers and E&P companies. The performance obligation is satisfied and revenue is recognized at the point-in-time that control of the product is transferred to the customer, generally upon shipment from our facility. Certain of our contracts contain multiple performance obligations to provide a minimum quantity of products to our customers in future periods. For these contracts, the transaction price is allocated to each performance obligation at estimated selling prices and we recognize revenue as we satisfy these performance obligations. At December 31, 2023, the aggregate amount of transaction price allocated to unsatisfied performance obligations was $ 247.2 million, and the Company expects to perform these obligations and recognize revenue of $ 145.7 million in 2024 , $ 43.5 million in 2025 , $ 43.5 million in 2026 , and $ 14.5 million in 2027 . Manufacturing. We generate revenue through sales of equipment used to perform oilfield services. The performance obligation is satisfied and revenues are recognized at the point-in-time that control of goods are transferred to the customer, generally upon shipment from our manufacturing facility. Our contract assets are classified as accounts receivable in our consolidated balance sheets. Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered. Our current and non-current contract liabilities are classified as other current liabilities and other liabilities, respectively, in our consolidated balance sheets. Our contract liabilities consist of deferred revenues from advance consideration received from customers related to future performance of service or delivery of products and off-market contract liabilities from unfavorable contracts recognized in connection with our business acquisitions in the Proppant Production segment. We believe that disaggregating our revenue by reportable segment (see “Note 15 – Business Segments”) provides the information necessary to understand the nature, amount, timing and uncertainty of our revenues and cash flows. Taxes collected from customers and remitted to governmental authorities are accounted for on a net basis and are therefore excluded from revenues in the consolidated statements of operations. |
Business Combinations | Business Combinations Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill if the definition of a business is met. For significant acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and liabilities assumed using discounted cash flows and other applicable valuation techniques. We record any acquisition related costs as expenses when incurred. Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date. We measure asset acquisitions based on their cost to us, including transaction costs. Acquisition costs or consideration transferred in an asset acquisition are assumed to be equal to the fair value of the net assets acquired. If the consideration transferred is cash, measurement is based on the amount of cash paid to the seller, as well as transaction costs incurred. Consideration given in the form of non-monetary assets, liabilities incurred or equity interests issued is measured based on either their cost to us or the fair value of the net assets acquired, whichever is more clearly evident. The cost of an asset acquisition is allocated to the net assets acquired based on their estimated relative fair values. Goodwill is not recognized in an asset acquisition. The estimation of the fair values of assets and liabilities acquired in business combinations or asset acquisitions requires significant judgment. Our fair value estimates require us to use significant observable and unobservable inputs. The estimates of fair value are also subject to significant variability, are sensitive to changes in market conditions, and are reasonably likely to change in the future. A significant change in the observable and unobservable inputs and determination of fair value of the assets and liabilities acquired could significantly impact our consolidated financial statements. |
Variable Interest Entities | Variable Interest Entities We evaluate our ownership, contractual and other interest in entities to determine if they are variable interest entities (“VIE”). We evaluate whether we have a variable interest in those entities and the nature and extent of those interests. Based on our evaluation, if we determine we are the primary beneficiary of a VIE, we consolidate the entity in our financial statements. |
Fair value measurements | Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases of categorization within the hierarchy upon the lowest level input that is available and significant to the fair value measurement: • Level 1: The use of quoted prices in active markets for identical assets or liabilities. • Level 2: Other than quoted prices included in Level 1, inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3: The use of significant unobservable inputs that typically require the use of management’s estimates of assumptions that market participants would use in pricing. Our current assets and liabilities contain financial instruments, the most significant of which are trade accounts receivable and payable. We believe the carrying value of our current assets and liabilities approximate fair value. Our fair value assessment incorporates a variety of considerations, including: (i) the short-term duration of the instruments and (ii) our historical incurrence of and expectations of future credit losses. The book value of our floating rate debt approximates fair value because of its floating rate structure. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation is measured on the grant date and fair value is recognized as expense over the requisite service period, which is generally the vesting period of the award. We recognize forfeitures as they occur rather than estimating expected forfeitures. For equity-classified awards with graded vesting based solely on the satisfaction of a service condition, we recognize compensation cost as a single award on a straight-line basis. The fair value of time-based and performance-based restricted stock units is determined based on the number of units granted and the closing price of our Class A Common Stock on the date of grant. Stock-based awards with market conditions are valued using a Monte Carlo simulation analysis. |
Income taxes | Income Taxes Before May 17, 2022, the ProFrac Predecessor entities were organized as limited liability companies or a limited partnership and were treated as either a disregarded entity or a partnership for U.S. federal income tax purposes, whereby the ordinary business income or loss and certain deductions were passed-through and reported on the members’ income tax returns. As such, we were not required to account for U.S. federal income taxes in the consolidated financial statements. Certain state income-based taxes are imposed on us which are reflected as income tax expense or benefit in historical periods. In connection with the IPO in May 2022, the Company reorganized and ProFrac LLC became partially owned by ProFrac Corp., a U.S. Internal Revenue Code Subchapter C corporation (“C-Corporation”). ProFrac Corp. is a taxable entity and is required to account for income taxes under the asset and liability method for periods subsequent to May 17, 2022. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled pursuant to the provisions of ASC 740, Income Taxes . The effect on deferred tax assets and liabilities of a change in tax rate is recognized in earnings in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more-likely-than-not to be realized. We record uncertain tax positions, if any, in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We had no uncertain tax positions during the periods presented. |
Recently adopted accounting standards | Recently Adopted Accounting Standards On January 1, 2022, we adopted the FASB Accounting Standards Codification (“ASC”) Topic 842, Leases , which amended existing guidance to require lessees to recognize right-of-use assets and related lease liabilities on the consolidated balance sheet for the rights and obligations created by long-term leases and to disclose additional quantitative and qualitative information about leasing arrangements. We adopted this guidance using the current period adjustment approach on January 1, 2022 using the transition method that allows a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Our application of this standard did not significantly impact our results of operations or cash flows. As of January 1, 2022, we recognized right-of-use assets and liabilities of approximately $ 35.8 million from operating leases on our consolidated balance sheet. See “Note 7 – Leases” for additional disclosures related to our adoption of this ASC. During 2022, we adopted FASB ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. The expected credit losses are adjusted each period for changes in expected lifetime credit losses. This model replaces the multiple existing impairment models previously used under GAAP, which generally require that a loss be incurred before it is recognized. The new standard also applies to financial assets arising from revenue transactions such as contract assets and accounts receivable. On January 1, 2022, we adopted FASB ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removed specific exceptions to the general principles in Topic 740 under GAAP. The new guidance also improves the application of income tax-related guidance and simplifies GAAP for franchise taxes that are partially based on income, transactions with a government that result in a step up in the tax basis of goodwill, separate financial statements of legal entities that are not subject to tax, and enacted changes in tax laws in interim periods. We adopted this guidance using a prospective method of transition, which did not result in a material impact on our consolidated financial statements. Recently Issued Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which enhances the disclosures required for operating segments in the Company's annual and interim consolidated financial statements. This ASU is effective retrospectively for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which is intended to enhance the transparency and decision usefulness of income tax disclosures. This ASU provides for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. This ASU is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our disclosures. |
Organization and Description _2
Organization and Description of Business (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Redeemable Noncontrolling Interests | Activity related to the redeemable noncontrolling interest is as follows: Redeemable Noncontrolling Interests Balance, December 31, 2021 $ - Effect of corporate reorganization and reclassification to redeemable noncontrolling interest 377.5 Adjustment of redeemable noncontrolling interest to redemption amount at IPO (1) 1,438.3 Net income 206.0 Class A Common Stock issued to settle asset purchase 21.4 Class A shares issued to acquire USWS 147.4 Class A shares issued for vested stock awards ( 0.1 ) Tax withholding related to net share settlement of equity awards ( 1.9 ) Class B shares issued to acquire REV 57.6 Change in accrued distribution related to income taxes ( 2.8 ) Stock-based compensation 4.0 Stock-based compensation related to deemed contribution 41.6 Foreign currency translation adjustments 0.1 Adjustment of redeemable noncontrolling interest to redemption amount (2) 173.8 Balance, December 31, 2022 $ 2,462.9 Class A shares issued in acquisitions 9.5 Net income 41.8 Stock-based compensation 2.0 Stock-based compensation related to deemed contribution 7.3 Foreign currency translation adjustments 0.1 Adjustment of redeemable noncontrolling interest to redemption amount (3) ( 1,210.3 ) Conversion of Class B common stock to Class A common stock ( 1,313.3 ) Balance, December 31, 2023 $ — (1) Based on 101.1 million shares of Class B Common Stock outstanding and the $ 18.00 per share IPO price. (2) Based on 104.2 million shares of Class B Common Stock outstanding and the 10-day VWAP of Class A Common Stock of $ 23.63 at December 31, 2022. (3) Based on 104.2 million shares of Class B common stock outstanding and the 10-day VWAP of Class A common stock of $ 12.60 at April 7, 2023. |
Significant accounting polici_3
Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Concentration Risk [Line Items] | |
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated statements of cash flows for the periods indicated: December 31, 2023 2022 Cash and cash equivalents $ 25.3 $ 35.1 Restricted cash included in prepaid expenses and other current assets — 2.8 Total cash, cash equivalents, and restricted cash $ 25.3 $ 37.9 |
Summary of Allowance For Credit Losses | The following table summarizes the rollforward of our allowance for credit losses: Year Ended December 31, 2023 2022 Balance at beginning of period $ ( 2.6 ) $ ( 0.7 ) Provision for credit losses, net of recoveries ( 0.1 ) ( 1.9 ) Write-offs — — Balance at end of period $ ( 2.7 ) $ ( 2.6 ) |
Summary of Estimated Useful Life | Land Indefinite Machinery and equipment 2 - 15 years Office equipment, software, and other 3 - 7 years Buildings and leasehold improvements 2 - 40 years |
Summary of Changes in Carrying Amount of Goodwill by Reportable Segment | The changes in the carrying amount of goodwill by reportable segment were as follows: Stimulation Proppant Manufacturing Other Total Balance, December 31, 2022 $ 153.3 $ 5.5 $ — $ 81.7 $ 240.5 Acquisition of Producers 7.2 — — — 7.2 Acquisition of Performance — 75.7 — — 75.7 Measurement period adjustments 9.2 ( 6.7 ) — — 2.5 Balance, December 31, 2023 $ 169.7 $ 74.5 $ — $ 81.7 $ 325.9 |
Supplemental balance sheet in_2
Supplemental balance sheet information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Inventories | Inventories are comprised of the following: December 31, 2023 2022 Raw materials and supplies $ 84.2 $ 97.3 Work in process 20.5 12.2 Finished products and parts 131.9 140.0 Total $ 236.6 $ 249.5 |
Summary of Components of Property Plant and Equipment Net | Property, plant and equipment, net is comprised of the following: December 31, 2023 2022 Machinery and equipment $ 2,130.8 $ 1,665.1 Mining property and mine development 425.3 172.1 Buildings and leasehold improvements 113.9 102.0 Land 13.3 5.6 Office equipment, software and other 17.6 12.6 Construction in progress 88.3 156.1 Total 2,789.2 2,113.5 Less: accumulated depreciation, depletion and amortization ( 1,010.2 ) ( 717.1 ) Property, plant, and equipment, net $ 1,779.0 $ 1,396.4 |
Summary of Components of Finite-Lived Intangible Assets | Intangible assets, net is comprised of the following: Weighted Average Remaining Amortization period (Years) Estimated Gross Less: Accumulated Net Book As of December 31, 2023 Acquired technology 8.7 3 - 10 $ 124.7 $ ( 17.2 ) $ 107.5 Customer relationships 2.9 4 89.6 ( 23.6 ) 66.0 Intangible assets, net 6.5 $ 214.3 $ ( 40.8 ) $ 173.5 As of December 31, 2022 Acquired technology 9.6 3 - 10 $ 124.7 $ ( 4.2 ) $ 120.5 Customer relationships 3.9 4 84.0 ( 1.4 ) 82.6 Intangible assets, net 7.3 $ 208.7 $ ( 5.6 ) $ 203.1 |
Summary of Accrued Expenses | Accrued expenses are comprised of the following: December 31, 2023 2022 Employee compensation and benefits $ 22.6 $ 39.6 Sales, use, and property taxes 24.0 20.1 Insurance 10.9 7.4 Interest 5.4 17.5 Income taxes 1.5 0.7 Other 1.2 18.4 Total accrued expenses $ 65.6 $ 103.7 |
Summary of Other Current Liabilities | Other Current Liabilities Other current liabilities are comprised of the following: December 31, 2023 2022 Acquired contract liabilities $ 43.5 $ 15.8 Accrued legal contingencies 20.7 7.0 Deferred revenue 7.3 23.1 Tax receivable agreement obligation 2.8 3.3 Other 9.8 4.0 Total other current liabilities $ 84.1 $ 53.2 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Unaudited Pro Forma Results of Operations | USWS, FTSI, Flotek, Monahans, REV, and Monarch acquisitions had been completed on January 1, 2021. Pro f orma amounts presented below are for illustrative purposes only and do not reflect future events that occurred after December 31, 2023 or any operating efficiencies or inefficiencies that may result from these significant acquisitions. The results of operations are not necessarily indicative of results that would have been achieved had we controlled Performance Proppants, Producers, USWS, FTSI, Flotek, Monahans, REV, and Monarch during the periods presented. Year Ended December 31, (unaudited) 2023 2022 2021 Revenues $ 2,668.1 $ 3,159.5 $ 1,581.8 Net income (loss) $ ( 51.8 ) $ 270.1 $ ( 300.8 ) We incurred $ 16.2 million and $ 25.1 million of acquisition costs related to these acquisitions in 2023 and 2022, respectively. Acquisition costs are included in acquisition and integration costs within the consolidated statements of operations. |
Producers and Performance Proppants | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table represents our allocation of total purchase consideration of Producers and Performance Proppants to the identifiable assets acquired and liabilities assumed based on the fair values on their acquisition dates: Producers Performance Proppants Cash and cash equivalents $ 0.3 $ 2.0 Accounts receivable 6.6 17.1 Prepaid expenses and other assets 1.1 0.6 Inventories 2.0 7.5 Property, plant and equipment 29.5 476.9 Intangible assets — 5.6 Total identifiable assets acquired 39.5 509.7 Accounts payable 10.9 16.7 Accrued expenses 2.8 3.3 Current portion of long-term debt 0.2 2.1 Other current liabilities — 49.6 Non-current portion of debt 0.1 0.6 Other non-current liabilities — 42.3 Total liabilities assumed 14.0 114.6 Goodwill 11.0 67.7 Total purchase consideration $ 36.5 $ 462.8 |
FTS International, Inc | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the fair value of consideration transferred in the FTSI Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the FTSI Acquisition Date: Total purchase consideration $ 405.7 Cash and cash equivalents 53.8 Accounts receivable 89.3 Prepaid expense and other assets 4.0 Inventories 42.3 Property, plant and equipment 307.1 Operating lease right-of-use asset 2.7 Intangible assets 1.2 Other assets 1.6 Total identifiable assets acquired 502.0 Accounts payable 63.0 Accrued expenses 19.3 Operating lease liability current 1.2 Current portion of debt 10.1 Other current liabilities 0.3 Operating lease liability non-current 1.5 Other non-current liabilities 0.9 Total liabilities assumed 96.3 Goodwill — Total purchase consideration $ 405.7 |
Flotek Industries, Inc. | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the fair value of consideration transferred in the transaction, which consisted of settlement of pre-existing relationships, and its allocation to the fair values of Flotek’s assets, liabilities and noncontrolling interest as of May 17, 2022 (the “Flotek Acquisition Date”): Settlement of pre-existing relationships: Accounts payable $ ( 2.7 ) Supply Agreement contract liability ( 9.9 ) Fair value of previously held interest in 10% Convertible PIK Notes 30.2 Total purchase consideration $ 17.6 Cash and cash equivalents $ 21.7 Accounts receivable 18.9 Inventories 12.2 Assets held for sale 1.8 Other current assets 3.4 Property and equipment 21.6 Operating lease right-of-use assets 3.9 Deferred tax assets 0.3 Total identifiable assets acquired 83.8 Accounts payable and accrued liabilities 24.2 Operating lease liabilities 7.4 Finance lease liabilities 0.1 Long-term debt 17.1 Other liabilities 0.1 Total liabilities assumed 48.9 Noncontrolling interests 99.0 Goodwill 81.7 Total purchase consideration $ 17.6 |
Monahans | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the fair value of consideration transferred in the Monahans Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Monahans Acquisition Date: Total purchase consideration $ 97.4 Cash and cash equivalents 0.1 Accounts receivable 11.7 Prepaid expense and other assets 0.6 Inventories 3.2 Property, plant and equipment 115.7 Intangible assets 6.2 Other assets 9.2 Total identifiable assets acquired 146.7 Accounts payable 8.2 Accrued expenses 1.0 Other current liabilities 4.4 Other non-current liabilities 38.1 Total liabilities assumed 51.7 Goodwill 2.4 Total purchase consideration $ 97.4 |
U.S. Well Services, Inc. | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the fair value of consideration transferred in the USWS Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the USWS Acquisition Date: Total purchase consideration $ 479.1 Cash and cash equivalents 19.4 Accounts receivable 34.3 Prepaid expense and other assets 9.9 Inventories 15.1 Property, plant and equipment 278.4 Operating lease right-of-use assets 40.9 Intangible assets 136.3 Other assets 0.4 Total identifiable assets acquired 534.7 Accounts payable 68.3 Accrued expenses and other current liabilities 19.9 Current portion of debt 13.1 Current portion of operating lease liabilities 24.0 Current portion of finance lease liabilities 1.8 Warrant liabilities 15.6 Long-term debt 27.7 Long-term operating lease liabilities 16.9 Long-term finance lease liabilities 4.9 Total liabilities assumed 192.2 Goodwill 136.6 Total purchase consideration $ 479.1 |
Monarch Silica, LLC | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the fair value of consideration transferred in the Monarch Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Monarch Acquisition Date: Total purchase consideration $ 166.5 Cash and cash equivalents 3.1 Accounts receivable 5.9 Inventories 1.3 Property, plant and equipment 147.9 Operating lease right-of-use assets 0.6 Intangible assets 6.1 Total identifiable assets acquired 164.9 Accounts payable 1.5 Accrued expenses 0.7 Current portion of operating lease liabilities 0.2 Long-term operating lease liabilities 0.4 Total liabilities assumed 2.8 Goodwill 4.4 Total purchase consideration $ 166.5 |
REV Energy Holdings, LLC | |
Business Acquisition [Line Items] | |
Summary of Preliminary Allocation of Purchase Price | The following table summarizes the fair value of consideration transferred in the REV Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the REV Acquisition Date: Total purchase consideration $ 140.6 Cash and cash equivalents 0.2 Accounts receivable 10.0 Prepaid expense and other assets 1.5 Inventories 0.7 Property, plant and equipment 75.0 Intangible assets 53.0 Other assets 0.1 Total identifiable assets acquired 140.5 Accounts payable 14.1 Accrued expenses 2.4 Current portion of debt 1.9 Long-term debt 3.6 Total liabilities assumed 22.0 Goodwill 22.1 Total purchase consideration $ 140.6 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Components of Long-term Debt | December 31, 2023 2022 ProFrac Holding Corp.: 2022 Term Loan (1) $ — $ 519.2 2029 Senior Notes (1) 520.0 — 2022 ABL Credit Facility 117.4 234.3 First Financial Loan (1) — 16.6 REV Note (1)(2) — 39.0 Equify Notes (2) 18.6 23.8 Finance lease obligations 8.6 9.3 Other 13.8 11.8 ProFrac Holding Corp. principal amount 678.4 854.0 Less: unamortized debt discounts, premiums, and issuance costs ( 17.4 ) ( 23.6 ) Less: current portion of long-term debt ( 47.2 ) ( 79.6 ) ProFrac Holding Corp. long-term debt, net 613.8 750.8 Alpine Subsidiary: Alpine 2023 Term Loan (1) 365.0 — Monarch Note 54.7 87.5 Finance lease obligations 2.1 — Alpine principal amount 421.8 87.5 Less: unamortized debt discounts, premiums, and issuance costs ( 22.0 ) ( 10.4 ) Less: current portion of long-term debt ( 71.6 ) ( 32.8 ) Alpine long-term debt, net 328.2 44.3 Flotek Subsidiary: Flotek Convertible Notes — 12.7 Flotek Paycheck Protection Program — 4.8 Flotek ABL credit facility 7.5 — Flotek other 0.2 0.4 Flotek principal amount 7.7 17.9 Less: current portion of long-term debt ( 7.6 ) ( 15.2 ) Flotek long-term debt, net 0.1 2.7 Consolidated: Total principal amount 1,107.9 959.4 Less: unamortized debt discounts, premiums, and issuance costs ( 39.4 ) ( 34.0 ) Less: current portion of long-term debt ( 126.4 ) ( 127.6 ) Total long-term debt $ 942.1 $ 797.8 (1) In December 2023, the Company refinanced all of the outstanding principal amount of 2022 Term Loan, the REV Note, and the First Financial Loan with a new issuance of 2029 Secured Notes and the 2023 Alpine Term Loan. (2) Related party debt agreements. |
Summary of Principal Maturity Schedule | principal maturity schedule for our debt outstanding is as follows: 2024 2025 2026 2027 2028 Thereafter Total ProFrac Holding Corp.: 2029 Senior Notes 30.0 60.0 60.0 60.0 60.0 250.0 520.0 2022 ABL Credit Facility — — — 117.4 — — 117.4 Equify Notes 5.0 5.0 5.0 3.6 — — 18.6 Finance lease obligations 2.3 2.2 2.0 1.8 0.3 — 8.6 Other 9.9 2.6 0.6 0.6 0.1 — 13.8 ProFrac Holding Corp. principal amount 47.2 69.8 67.6 183.4 60.4 250.0 678.4 Alpine Subsidiary: Alpine 2023 Term Loan 15.0 60.0 60.0 60.0 60.0 110.0 365.0 Monarch Note 54.7 — — — — — 54.7 Finance lease obligations 1.9 0.2 — — — — 2.1 Alpine principal amount 71.6 60.2 60.0 60.0 60.0 110.0 421.8 Flotek Subsidiary: Flotek ABL credit facility 7.5 — — — — — 7.5 Flotek other 0.1 0.1 — — — — 0.2 Flotek principal amount 7.6 0.1 — — — — 7.7 Total principal amount $ 126.4 $ 130.1 $ 127.6 $ 243.4 $ 120.4 $ 360.0 $ 1,107.9 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Summary of Finance Lease Balances | finance lease balances are as follows: December 31, Consolidated Balance Sheet Location 2023 2022 Assets: Finance lease right-of-use assets Property, plant, and equipment, net $ 11.4 $ 10.3 Liabilities: Current portion of finance lease liabilities Current portion of long-term debt $ 4.2 $ 2.3 Finance lease liabilities Long-term debt $ 6.5 $ 7.0 |
Summary of Components of Lease Costs | The components of our lease costs are as follows: Year Ended December 31, 2023 2022 Operating lease costs $ 45.8 $ 18.6 Short-term lease costs 32.3 10.5 Finance lease costs: Amortization of right-of-use assets 5.1 0.4 Interest on lease liabilities 1.0 0.1 Total lease costs $ 84.2 $ 29.6 |
Summary of Weighted Average Remaining Lease Term and Discount Rates Used in Measurement of Right-of-use Assets and Lease Liabilities | The weighted-average remaining lease term and discount rates used in the measurement of our right-of-use assets and lease liabilities are as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term: Operating leases 6.4 years 5.9 years Finance leases 3.7 years 4.0 years Weighted average discount rate: Operating leases 5.9 % 6.9 % Finance leases 7.8 % 7.1 % |
Summary of Other Supplemental Information for Leases | The following table includes other supplemental information for our leases: Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease obligations: Operating leases $ 46.4 $ 18.2 Finance leases $ 6.2 $ 0.9 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 11.9 $ 50.8 Finance leases $ 8.6 $ 3.6 Operating lease right-of-use assets recognized upon adoption of the leasing standard $ — $ 35.8 |
Summary of Future Maturities of Leases Liabilities | As of December 31, 2023, the future maturities of our leases liabilities are as follows: Fiscal Year Operating Leases Finance Leases 2024 $ 29.0 $ 5.0 2025 13.1 2.7 2026 12.4 2.3 2027 12.6 1.9 2028 11.6 0.3 Thereafter 31.6 — Total lease payments 110.3 12.2 Less imputed interest ( 18.0 ) ( 1.5 ) Total lease liabilities $ 92.3 $ 10.7 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill by Reportable Segment | The changes in the carrying amount of goodwill by reportable segment were as follows: Stimulation Proppant Manufacturing Other Total Balance, December 31, 2022 $ 153.3 $ 5.5 $ — $ 81.7 $ 240.5 Acquisition of Producers 7.2 — — — 7.2 Acquisition of Performance — 75.7 — — 75.7 Measurement period adjustments 9.2 ( 6.7 ) — — 2.5 Balance, December 31, 2023 $ 169.7 $ 74.5 $ — $ 81.7 $ 325.9 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Summary of Other Operating Expense, Net | Other operating expense, net is comprised of the following: Year Ended December 31, 2023 2022 2021 (Gain) loss on disposal of assets $ ( 1.7 ) $ 2.1 $ 9.8 Litigation expenses and accruals for legal contingencies 34.1 11.3 — Severance charges 1.1 — 0.5 Loss on foreign currency transactions — — 0.2 Reorganization costs — — 2.1 Impairments of long-lived assets 2.5 — — Acquisition earnout adjustments ( 6.6 ) — — Provision for credit losses, net of recoveries 0.1 1.9 ( 1.2 ) Total $ 29.5 $ 15.3 $ 11.4 Gain or l |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Time-based Vesting RSUs | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | |
Summary of Current Year Activity | The following table summarizes the current year activity related to our time-based vesting RSUs: Units Grant Date Weighted- Unvested balance at December 31, 2022 576,493 $ 17.89 Granted 874,694 11.94 Vested ( 525,999 ) 17.40 Forfeited ( 85,581 ) 12.51 Unvested balance at December 31, 2023 839,607 $ 12.55 |
Performance-based Vesting RSU | |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] | |
Summary of Current Year Activity | The following table summarizes the current year activity related to our performance-based vesting RSUs: Units Grant Date Weighted- Unvested balance at December 31, 2022 — $ — Granted 79,988 12.65 Performance adjustment ( 56,836 ) 12.65 Vested — — Forfeited ( 23,152 ) 12.65 Unvested balance at December 31, 2023 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Tax Expense (Benefit) | The following table summarizes the components of income tax expense (benefit): Year Ended December 31, 2023 2022 Current income taxes: Federal $ ( 1.1 ) $ 1.7 State 2.2 3.7 Total current 1.1 5.4 Deferred income taxes: Federal — 3.6 State 0.1 0.1 Total deferred 0.1 3.7 Income tax expense (benefit) $ 1.2 $ 9.1 |
Summary of Actual Income Tax Expense (Benefit) Differed From the Amount Computed by Applying the Statutory Federal Income Tax Rate to Income (Loss) Before Income Taxes | Actual income tax expense (benefit) differed from the amount computed by applying the statutory federal income tax rate to income (loss) before income taxes as follows: Year Ended December 31, 2023 2022 Income (loss) before income taxes $ ( 58.0 ) $ 351.8 Statutory rate 21 % 21 % Federal income tax expense (benefit) at statutory rate ( 12.2 ) 73.9 State taxes, net of federal benefit 0.8 9.5 Permanent items 7.2 13.6 Other ( 1.3 ) ( 3.2 ) Non-controlling interest ( 10.7 ) ( 59.9 ) Business combination adjustment ( 8.3 ) — Valuation allowance 25.7 ( 24.8 ) Income tax expense (benefit) $ 1.2 $ 9.1 Effective tax rate - 2.1 % 2.6 % |
Summary of Temporary Differences That Gives Rise to Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2023 2022 Deferred tax assets: Net operating loss carryforward $ 114.8 $ 93.1 Investment in ProFrac Holdings, LLC (1) — 85.1 Tax receivable agreement 74.1 18.1 Flotek net operating loss and tax credit carryforwards 48.1 45.4 Flotek intangible assets and goodwill 8.0 9.0 Flotek other 10.4 12.7 Gross deferred tax assets 255.4 263.4 Valuation allowance ( 91.1 ) ( 261.3 ) Total deferred tax assets 164.3 2.1 Deferred tax liabilities: Investment in ProFrac Holdings, LLC ( 156.5 ) — Flotek right-of-use asset and other ( 7.5 ) ( 1.8 ) Total deferred tax liabilities ( 164.0 ) ( 1.8 ) Net deferred tax assets (liabilities) $ 0.3 $ 0.3 (1) The December 31, 2022 balance was originally reported as $ 19.3 million and has been corrected in this presentation. See “Correction of an Immaterial Error on Previously Issued Financial Statements” in “Note 1 - Organization and Description of Business” for discussion of this immaterial error correction. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings per Share | The calculation of earnings per share ("EPS") for our Class A common stock is as follows: Year Ended December 31, 2023 2022 Numerator: Net (loss) income attributable to ProFrac Holding Corp. $ ( 97.7 ) $ 91.5 Adjust Series A preferred stock to its maximum redemption value ( 9.8 ) — Net (loss) income used for basic earning per Class A common share ( 107.5 ) 91.5 Net loss reallocated to dilutive Class A common shares — 0.2 Net (loss) income used for diluted earnings per Class A common share $ ( 107.5 ) $ 91.7 Denominator: Weighted average Class A common shares 130.9 44.3 Dilutive potential of employee restricted stock units — 0.2 Weighted average Class A common shares — diluted 130.9 44.5 Basic and diluted (loss) earnings per Class A common share $ ( 0.82 ) $ 2.06 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities measured at fair value on a recurring basis consist of the following: Fair Value Measurements Using Level 1 Level 2 Level 3 December 31, 2023: Assets — Investment in BPC $ — $ — $ 23.4 Liabilities — Munger make-whole provision $ — $ — $ 7.5 December 31, 2022: Assets — Investment in BPC $ — $ — $ 53.6 Liabilities: REV earnout payment $ — $ — $ 6.6 Munger make-whole provision — — 0.4 Warrants 1.1 — — Total $ 1.1 $ — $ 7.0 |
Reconciliation of Recurring Level 3 Fair Value Measurements | The following is a reconciliation of our recurring Level 3 fair value measurements: Year Ended December 31, 2023 2022 Balance at beginning of period $ 46.6 $ — Acquisition of Flotek convertible notes — 20.0 Election of fair value option for Investment in BPC — 51.4 Change in Flotek fair value up to acquisition date — 10.2 Elimination of Flotek convertible notes at acquisition date — ( 30.2 ) Recognition of Munger make-whole provision — ( 4.6 ) Recognition of REV earnout liability — ( 6.6 ) Change in fair value of Level 3 fair value measurements ( 30.7 ) 6.4 Balance at end of period $ 15.9 $ 46.6 |
Fair Value Measurement Key Inputs | The key inputs into the Monte Carlo simulation used to estimate the fair value the Flotek Convertible Notes were as follows: May 17, Risk-free interest rate 1.82 % Expected volatility 90.0 % Term until liquidation (years) 0.72 Stock price $ 1.29 |
Summary of Carrying Amounts and Fair Value of Financial Instruments | The carrying amounts of our financial instruments other than long-term debt approximate fair value because of the short-term nature of the items. The carrying amounts of our floating rate debt approximate fair value due to their variable interest rates. The fair value of our fixed rate debt, classified as Level 2 in the fair value hierarchy, was as follows: December 31, 2023 2022 Carrying amount of fixed rate debt $ 74.7 $ 142.7 Fair value of fixed rate debt $ 74.3 $ 142.5 |
Business Segments (Table)
Business Segments (Table) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Reportable Segments | Summarized financial information for our reportable segments is as follows: Stimulation Services Proppant Production Manufacturing Other Eliminations Total Year Ended December 31, 2023: Revenue External customers — services $ 2,274.2 $ — $ — $ — $ — $ 2,274.2 External customers — product sales (1) — 270.2 19.0 66.6 — 355.8 Intercompany (2) 17.0 113.1 157.1 126.4 ( 413.6 ) — Total Revenue $ 2,291.2 $ 383.3 $ 176.1 $ 193.0 $ ( 413.6 ) $ 2,630.0 Adjusted EBITDA (3) (4) $ 479.9 $ 195.6 $ 14.5 $ ( 1.6 ) $ — $ 688.4 Depreciation, depletion and amortization 363.0 68.1 4.2 3.1 — 438.4 Investment in property, plant & equipment 221.8 40.9 3.3 1.0 — 267.0 As of December 31, 2023: Cash and cash equivalents $ 1.3 $ 17.7 $ 0.4 $ 5.9 $ — $ 25.3 Total current assets 445.8 181.2 164.7 70.6 ( 224.2 ) 638.1 Property, plant, and equipment, net 881.6 859.8 19.8 17.8 — 1,779.0 Total assets (5) 2,483.9 1,160.1 243.9 188.7 ( 1,005.9 ) 3,070.7 Current portion of long-term debt 46.2 71.6 1.0 7.6 — 126.4 Long-term debt 611.1 328.2 2.7 0.1 — 942.1 Total liabilities 1,404.5 225.7 201.5 55.5 ( 145.1 ) 1,742.1 Year Ended December 31, 2022: Revenue External customers — services $ 2,341.5 $ — $ — $ — $ — $ 2,341.5 External customers — product sales (1) — 33.9 13.1 37.1 — 84.1 Intercompany 7.2 56.1 153.6 74.7 ( 291.6 ) — Total Revenue $ 2,348.7 $ 90.0 $ 166.7 $ 111.8 $ ( 291.6 ) $ 2,425.6 Adjusted EBITDA (3) $ 771.4 $ 49.8 $ 14.3 $ ( 24.3 ) $ — $ 811.2 Depreciation, depletion and amortization $ 246.4 $ 14.2 $ 4.7 $ 2.0 $ — $ 267.3 Investment in property, plant & equipment $ 297.8 $ 52.5 $ 5.5 $ 0.4 $ — $ 356.2 As of December 31, 2022: Cash and cash equivalents $ 15.4 $ 2.9 $ 4.5 $ 12.3 $ — $ 35.1 Total current assets 740.9 33.9 99.5 74.0 ( 82.9 ) 865.4 Property, plant, and equipment, net 943.6 413.3 19.6 19.9 — 1,396.4 Total assets (5) 2,722.3 477.1 140.3 193.7 ( 599.8 ) 2,933.6 Current portion of long-term debt 79.6 32.8 — 15.2 — 127.6 Long-term debt 749.7 44.3 1.1 2.7 — 797.8 Total liabilities 1,481.3 126.8 108.1 102.2 ( 235.5 ) 1,582.9 Year Ended December 31, 2021: Revenue External customers — services $ 744.2 $ — $ — $ — $ — $ 744.2 External customers — product sales — 16.3 7.9 — — 24.2 Intercompany 1.2 10.9 68.5 — ( 80.6 ) — Total Revenue $ 745.4 $ 27.2 $ 76.4 $ — $ ( 80.6 ) $ 768.4 Adjusted EBITDA (3) $ 122.6 $ 10.7 $ 1.4 $ — $ — $ 134.7 Depreciation, depletion and amortization $ 128.0 $ 8.9 $ 3.8 $ — $ — $ 140.7 Investment in property, plant & equipment $ 82.8 $ 1.4 $ 3.2 $ — $ — $ 87.4 (1) Our proppant production segment recognized noncash revenue associated with acquired contract liabilities of $ 57.5 million and $ 6.6 million in 2023 and 2022, respectively. (2) In our other business activities, Flotek recorded $ 20.1 million of revenue related to contract shortfalls because the stimulation services segment did not purchase the minimum contractual commitment of chemistry products from Flotek. (3) We evaluate the performance of our segments based on Adjusted EBITDA. We define Adjusted EBITDA as our net income (loss) before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) (loss) gain on disposal of assets, net, (v) stock-based compensation, and (vi) other charges, such as reorganization costs and other costs related to our initial public offering, certain credit losses, gain (loss) on extinguishment of debt, gain (loss) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges and impairments of long-lived assets. (4) Adjusted EBITDA for the stimulated services segment included an intercompany supply commitment charge of $ 20.1 million because this segment did not purchase the minimum contractual commitment of chemistry products from Flotek. (5) Total assets for the stimulation services segment includes our investment in BPC, which was $ 23.4 million and $ 53.6 as of December 31, 2023 and 2022, respectively. The gains and losses associated with this investment are not included in our segment profit measure of adjusted EBITDA. The following table reconciles Adjusted EBITDA for our reportable segments to net income (loss): Year Ended December 31, 2023 2022 2021 Adjusted EBITDA of reportable segments $ 688.4 $ 811.2 $ 134.7 Interest expense, net ( 154.9 ) ( 59.5 ) ( 25.8 ) Depreciation, depletion and amortization ( 438.4 ) ( 267.3 ) ( 140.7 ) Income tax benefit (expense) ( 1.2 ) ( 9.1 ) 0.2 Gain (loss) on disposal of assets, net 1.7 ( 2.1 ) ( 9.8 ) (Loss) gain on extinguishment of debt ( 33.5 ) ( 17.6 ) ( 0.5 ) Acquisition earnout adjustment 6.6 — Stock-based compensation ( 10.1 ) ( 8.1 ) — Stock-based compensation related to deemed contributions ( 19.7 ) ( 59.3 ) — Provision for credit losses, net of recoveries ( 0.1 ) ( 1.9 ) 1.2 Loss on foreign currency transactions — — ( 0.2 ) Reorganization costs — — ( 2.1 ) Impairment of long-lived assets ( 2.5 ) — — Severance charges ( 1.1 ) — ( 0.5 ) Acquisition and integration costs ( 21.8 ) ( 48.8 ) — Litigation expenses and accruals for legal contingencies ( 34.1 ) ( 11.3 ) (Loss) gain on investments, net ( 38.5 ) 16.5 — Net (loss) income $ ( 59.2 ) $ 342.7 $ ( 43.5 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The following table summarizes revenue from related parties: Year Ended December 31, 2023 2022 2021 Flying A $ 6.7 $ 3.4 $ 2.7 Carbo 0.7 0.8 1.0 Wilks Brothers — — 0.1 Interstate — — 0.1 Total $ 7.4 $ 4.2 $ 3.9 The following table summarizes expenditures with related parties: Year Ended December 31, 2023 2022 2021 Automatize $ 134.0 $ 110.8 $ 80.5 FHE 3.3 14.3 — Wilks Brothers 19.2 17.0 15.5 Related Lessors 13.2 9.1 6.3 Wilks Construction 6.8 38.9 — Wilks Earthworks 9.1 — — Equify Financial 8.7 1.0 2.9 3 Twenty-Three 1.3 0.3 1.0 Carbo 1.6 1.3 0.5 Cisco Logistics — — 0.5 Interstate — — 0.1 Other — 0.4 0.1 Total $ 197.2 $ 193.1 $ 107.4 The following table summarizes accounts receivable–related party: December 31, 2023 2022 Flying A $ 5.9 $ 1.5 Carbo 0.5 0.1 Interstate 0.4 0.3 Other — 0.2 Total accounts receivable — related party $ 6.8 $ 2.1 The following table summarizes accounts payable–related party: December 31, 2023 2022 Automatize $ 11.6 $ 8.8 Wilks Brothers 7.8 7.1 Wilks Construction — 7.9 Wilks Earthworks 1.1 — Related Lessors 0.1 — Equify 0.3 — Carbo 1.0 0.2 Total accounts payable — related party $ 21.9 $ 24.0 |
Organization and Description _3
Organization and Description of Business - Additional Information (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Apr. 11, 2023 shares | Apr. 10, 2023 shares | Apr. 30, 2023 shares | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) Customer | Jun. 30, 2023 USD ($) | Apr. 07, 2023 shares | |
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Deferred tax liability | $ 74.7 | |||||||||
Deferred tax assets | $ 164.3 | $ 2.1 | ||||||||
Valuation allowance | 91.1 | 261.3 | ||||||||
Adjustment to additional paid-in capital. | $ 74.3 | 0.1 | ||||||||
Net deferred tax liabilities | 9 | 164 | 1.8 | 9.4 | ||||||
Beginning balance | (1,112.2) | $ (1,112.2) | 148.1 | $ 176.8 | ||||||
Stock redeemed during period, shares | shares | 104,200,000 | |||||||||
Prior Period Adjustment | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Deferred tax assets | (65.8) | |||||||||
Valuation allowance | $ (65.8) | |||||||||
Net deferred tax liabilities | $ 65.3 | $ 65.3 | ||||||||
Common Class A | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Sale of stock, net proceeds | $ 301.7 | |||||||||
Redemption of membership ownership interests | 72.9 | |||||||||
Outstanding borrowings paid down | $ 208.6 | |||||||||
Stock Redeemed During Period with common stock | shares | 3,100,000 | 101,100,000 | ||||||||
Common stock, shares, outstanding | shares | 159,400,000 | 53,900,000 | ||||||||
Common Class B | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Sale of stock, offering price per share | $ / shares | $ 18 | |||||||||
Common stock, shares, outstanding | shares | 101,100,000 | 0 | 104,200,000 | 104,200,000 | ||||||
IPO | Common Class A | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Sale of stock, number of shares sold | shares | 18,200,000 | |||||||||
Common stock, par value | $ / shares | $ 0.01 | |||||||||
Sale of stock, offering price per share | $ / shares | $ 18 | |||||||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Number of customers | Customer | 3 | |||||||||
Customer One | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Concentration risk percentage | 15% | |||||||||
Customer Two | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Concentration risk percentage | 10% | |||||||||
Customer Three | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Subsidiary Sale Of Stock [Line Items] | ||||||||||
Concentration risk percentage | 7% |
Organization and Description _4
Organization and Description of Business - Schedule of Redeemable Noncontrolling Interests (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | |||
Beginning balance | $ (1,112.2) | $ 148.1 | $ 176.8 |
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest | (377.5) | ||
Adjustment of redeemable noncontrolling interest to redemption amount | (1,210.3) | (173.8) | |
Net income | (59.2) | 342.7 | (43.5) |
Shares issued to acquire USMS and REV | 72.9 | ||
Class A shares issued for vested stock awards | (1) | ||
Change in accrued distribution related to income taxes | (5.3) | ||
Stock-based compensation | 8.1 | 4.1 | |
Stock-based compensation related to deemed contribution | 12.4 | 17.7 | |
Foreign currency translation adjustments | 0.3 | 0.1 | 0.1 |
Ending balance | 1,269.9 | (1,112.2) | 148.1 |
IPO | |||
Class Of Stock [Line Items] | |||
Adjustment of redeemable noncontrolling interest to redemption amount | 1,438.3 | ||
Class A shares issued for vested stock awards | (227.7) | ||
Redeemable Noncontrolling Interests | |||
Class Of Stock [Line Items] | |||
Beginning balance | 2,462.9 | 0 | |
Effect of corporate reorganization and reclassification to redeemable noncontrolling interest | 377.5 | ||
Adjustment of redeemable noncontrolling interest to redemption amount | 173.8 | ||
Net income | 41.8 | 206 | |
Class A Common Stock issued to settle asset purchase | 21.4 | ||
Shares issued to acquire USMS and REV | 9.5 | ||
Class A shares issued for vested stock awards | (0.1) | ||
Tax withholding related to net share settlement of equity awards | (1.9) | ||
Change in accrued distribution related to income taxes | (1,313.3) | (2.8) | |
Stock-based compensation | 2 | 4 | |
Stock-based compensation related to deemed contribution | 7.3 | 41.6 | |
Foreign currency translation adjustments | 0.1 | 0.1 | |
Ending balance | 0 | 2,462.9 | $ 0 |
Redeemable Noncontrolling Interests | USWS | |||
Class Of Stock [Line Items] | |||
Shares issued to acquire USMS and REV | 147.4 | ||
Redeemable Noncontrolling Interests | REV | |||
Class Of Stock [Line Items] | |||
Shares issued to acquire USMS and REV | 57.6 | ||
Redeemable Noncontrolling Interests | IPO | |||
Class Of Stock [Line Items] | |||
Adjustment of redeemable noncontrolling interest to redemption amount | $ 1,210.3 | $ 1,438.3 |
Organization and Description _5
Organization and Description of Business - Schedule of Redeemable Noncontrolling Interests (Parenthetical) (Details) - $ / shares | 12 Months Ended | |||
Apr. 07, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2022 | |
Common Class B | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares, outstanding | 104,200,000 | 104,200,000 | 0 | 101,100,000 |
Sale of stock, offering price per share | $ 18 | |||
Common Class A | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares, outstanding | 53,900,000 | 159,400,000 | ||
VWAP of common stock | $ 12.6 | $ 23.63 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||
Restricted Cash | $ 0 | $ 2,800,000 | |
Impairments of long-lived assets | 2,500,000 | ||
Indefinite-lived intangible assets | 0 | ||
Operating lease right-of-use assets, net | 87,200,000 | $ 112,900,000 | $ 35,800,000 |
Performance obligation | 247,200,000 | ||
Operating lease liabilities | $ 92,300,000 | $ 35,800,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information 1 (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Amount | $ 247.2 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Amount | $ 145.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Amount | $ 43.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Amount | $ 43.5 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year | |
Revenue, Remaining Performance Obligation, Amount | $ 14.5 |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 25,300,000 | $ 35,100,000 | ||
Restricted cash included in prepaid expenses and other current assets | 0 | 2,800,000 | ||
Total cash, cash equivalents, and restricted cash | $ 25,300,000 | $ 37,900,000 | $ 5,400,000 | $ 3,000,000 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Balance at beginning of period | $ (2.6) | $ (0.7) |
Provision for credit losses, net of recoveries | (0.1) | (1.9) |
Balance at end of period | $ (2.7) | $ (2.6) |
Significant Accounting Polici_8
Significant Accounting Policies - Summary of Estimated Useful Lives (Details) | Dec. 31, 2023 |
Land | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | us-gaap:UsefulLifeTermOfLeaseMember |
Machinery and Equipment | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Machinery and Equipment | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Office Equipment Software and Other | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office Equipment Software and Other | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 7 years |
Buildings and Leasehold Improvements | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 2 years |
Buildings and Leasehold Improvements | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Useful life | 40 years |
Significant Accounting Polici_9
Significant Accounting Policies - Summary of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | $ 240.5 |
Measurement period adjustments | 2.5 |
Balances at December 31, 2023 | 325.9 |
Producers | |
Goodwill [Line Items] | |
Acquisition | 7.2 |
Performance Proppants | |
Goodwill [Line Items] | |
Acquisition | 75.7 |
Stimulation Services | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 153.3 |
Measurement period adjustments | 9.2 |
Balances at December 31, 2023 | 169.7 |
Stimulation Services | Producers | |
Goodwill [Line Items] | |
Acquisition | 7.2 |
Proppant Production | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 5.5 |
Measurement period adjustments | (6.7) |
Balances at December 31, 2023 | 74.5 |
Proppant Production | Performance Proppants | |
Goodwill [Line Items] | |
Acquisition | 75.7 |
Other | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 81.7 |
Balances at December 31, 2023 | $ 81.7 |
Supplemental Balance Sheet In_3
Supplemental Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials and supplies | $ 84.2 | $ 97.3 |
Work in process | 20.5 | 12.2 |
Finished products and parts | 131.9 | 140 |
Total | $ 236.6 | $ 249.5 |
Supplemental Balance Sheet In_4
Supplemental Balance Sheet Information - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Increase in inventory | $ (19.1) | $ 105.1 | $ 16.1 |
Depreciation and amortization expense | 398 | 261.2 | 139.9 |
Depletion expense | 5.2 | 0.5 | 0.2 |
Amortization expense related to intangible assets | 35.2 | $ 5.6 | $ 0.6 |
Estimated future amortization expense of intangible assets, 2024 | 35.4 | ||
Estimated future amortization expense of intangible assets, 2025 | 35.1 | ||
Estimated future amortization expense of intangible assets, 2026 | 33.5 | ||
Estimated future amortization expense of intangible assets, 2027 | 12.4 | ||
Estimated future amortization expense of intangible assets, 2028 | 12 | ||
Estimated future amortization expense of intangible assets, Therafter | 45.1 | ||
2023 Acquisitions | |||
Acquired assets | $ 506.4 |
Supplemental Balance Sheet In_5
Supplemental Balance Sheet Information - Summary of Components of Property Plant and Equipment Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | $ 2,789.2 | $ 2,113.5 |
Less: accumulated depreciation, depletion and amortization | (1,010.2) | (717.1) |
Construction in progress | 88.3 | 156.1 |
Property, plant, and equipment, net | 1,779 | 1,396.4 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | 2,130.8 | 1,665.1 |
Mining Property and Mine Development | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | 425.3 | 172.1 |
Buildings and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | 113.9 | 102 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | 13.3 | 5.6 |
Office Equipment Software and Other | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment, Gross | $ 17.6 | $ 12.6 |
Supplemental Balance Sheet In_6
Supplemental Balance Sheet Information - Summary of Components of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization period (Years) | 6 years 6 months | 7 years 3 months 18 days |
Gross Book Value | $ 214.3 | $ 208.7 |
Less: Accumulated Amortization | (40.8) | (5.6) |
Net Book Value | $ 173.5 | $ 203.1 |
Acquired Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization period (Years) | 8 years 8 months 12 days | 9 years 7 months 6 days |
Gross Book Value | $ 124.7 | $ 124.7 |
Less: Accumulated Amortization | (17.2) | (4.2) |
Net Book Value | $ 107.5 | $ 120.5 |
Acquired Technology | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 10 years | 10 years |
Acquired Technology | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Amortization period (Years) | 2 years 10 months 24 days | 3 years 10 months 24 days |
Estimated Useful Life (in years) | 4 years | 4 years |
Gross Book Value | $ 89.6 | $ 84 |
Less: Accumulated Amortization | (23.6) | (1.4) |
Net Book Value | $ 66 | $ 82.6 |
Supplemental Balance Sheet In_7
Supplemental Balance Sheet Information - Summary of Accrued Expenses (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Employee compensation and benefits | $ 22.6 | $ 39.6 |
Sales, use, and property taxes | 24 | 20.1 |
Insurance | 10.9 | 7.4 |
Interest | 5.4 | 17.5 |
Income taxes | 1.5 | 0.7 |
Other | 1.2 | 18.4 |
Total accrued expenses | $ 65.6 | $ 103.7 |
Supplemental Balance Sheet In_8
Supplemental Balance Sheet Information - Summary of Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Acquired Contract Liabilities | $ 43.5 | $ 15.8 |
Accrued legal contingencies | 20.7 | 7 |
Deferred revenue | 7.3 | 23.1 |
Tax receivable agreement obligation | 2.8 | 3.3 |
Other | 9.8 | 4 |
Total other current liabilities | $ 84.1 | $ 53.2 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | 36 Months Ended | ||||||
Feb. 24, 2023 | Jan. 13, 2023 | Jan. 03, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Jan. 31, 2023 | |
Business Acquisition [Line Items] | ||||||||
Revenues | $ 2,630 | $ 2,425.6 | $ 768.4 | |||||
Pretax earnings (loss) | (58) | 351.8 | (43.7) | $ 250.1 | ||||
After Intercompany Eliminations | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues | (413.6) | $ (291.6) | $ (80.6) | |||||
Producers Service Holdings LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of outstanding shares of common stock | 100% | |||||||
Purchase consideration | $ 36.5 | |||||||
Equity interest | 12.9 | |||||||
Shares issued, price per share | $ 21.4 | |||||||
Cash consideration | 9.7 | |||||||
Pre-existing investment | $ 13.9 | |||||||
Property, plant and equipment | $ 29.5 | |||||||
Performance Proppants LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of outstanding shares of common stock | 100% | |||||||
Purchase consideration | $ 462.8 | |||||||
Equity interest | $ 6.2 | |||||||
Shares issued, price per share | $ 19.67 | |||||||
Cash consideration | $ 452.4 | |||||||
Settlement of pre-existing receivable | 4.2 | |||||||
Revenues | 204.9 | |||||||
Pretax earnings (loss) | 99.9 | |||||||
Property, plant and equipment | 476.9 | |||||||
Performance Proppants LLC | Valuation, Income Approach | ||||||||
Business Acquisition [Line Items] | ||||||||
Property, plant and equipment | $ 248.3 | |||||||
Performance Proppants LLC | After Intercompany Eliminations | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues | $ 154.8 |
Business Combinations - Addit_2
Business Combinations - Additional Information1 (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | 36 Months Ended | |||||||||||||||
Dec. 30, 2022 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) | Nov. 01, 2022 USD ($) $ / shares shares | Jul. 25, 2022 USD ($) | May 17, 2022 USD ($) | Mar. 04, 2022 USD ($) | Feb. 16, 2022 USD ($) Fleet | Feb. 02, 2022 USD ($) Fleet | Sep. 30, 2023 shares | May 31, 2023 shares | Jun. 30, 2022 USD ($) $ / shares shares | May 31, 2022 USD ($) Director shares | Nov. 30, 2021 USD ($) a | Jun. 30, 2022 $ / shares shares | Mar. 31, 2022 USD ($) | May 17, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | |
Business Acquisition [Line Items] | ||||||||||||||||||||
Noncontrolling interests | $ 58.7 | $ 72.2 | $ 58.7 | |||||||||||||||||
Assets | 3,070.7 | 2,933.6 | 3,070.7 | |||||||||||||||||
Liabilities | 1,742.1 | 1,582.9 | 1,742.1 | |||||||||||||||||
Noncash income | (36.2) | 16.5 | $ 0.6 | |||||||||||||||||
Revenues | 2,630 | 2,425.6 | 768.4 | |||||||||||||||||
Pretax earnings (loss) | (58) | 351.8 | (43.7) | 250.1 | ||||||||||||||||
Severance costs | 1.1 | $ 0.5 | ||||||||||||||||||
Property, plant and equipment | 1,779 | 1,396.4 | 1,779 | |||||||||||||||||
Debt | 74.3 | 142.5 | 74.3 | |||||||||||||||||
Borrowings | 1,107.9 | 959.4 | $ 1,107.9 | |||||||||||||||||
Debt instrument maturity date | Jun. 30, 2025 | |||||||||||||||||||
Business Combination Consideration Transferred Secured Note Payable | $ 39 | |||||||||||||||||||
Acquisition costs | $ 16.2 | $ 25.1 | ||||||||||||||||||
Common Class A | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | shares | 600,000,000 | 600,000,000 | 600,000,000 | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
IPO | Common Class A | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||||||||||||||||||
Sale of stock, number of shares sold | shares | 18,200,000 | |||||||||||||||||||
Pro Frac L L C [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percentage of equity interest | 50.80% | 50.80% | ||||||||||||||||||
FTS International, Inc | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Revenues | $ 48.6 | |||||||||||||||||||
Pretax earnings (loss) | (0.1) | |||||||||||||||||||
Cash consideration | $ 332.8 | |||||||||||||||||||
Purchase consideration | 405.7 | |||||||||||||||||||
Equity interest | $ 72.9 | |||||||||||||||||||
FTS International, Inc | Acquisition Related Expenses | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Acquisition related costs | 3.7 | |||||||||||||||||||
Severance costs | $ 9.3 | |||||||||||||||||||
FTS International, Inc | FTSI Merger Agreement | Pro Frac L L C [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percentage of acquired equity distributed by subsidiaries | 80.50% | |||||||||||||||||||
Farris Wilks | FTS International, Inc | FTSI Merger Agreement | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percentage of distributed equity owned by related parties | 50% | |||||||||||||||||||
Common Stock | Common Class A | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Issuance of shares, Shares | shares | 600,000 | |||||||||||||||||||
Common Stock | IPO | Common Class A | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Issuance of shares, Shares | shares | 18,200,000 | |||||||||||||||||||
Flotek Industries Inc [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Assets | $ 62.7 | $ 79.2 | $ 62.7 | |||||||||||||||||
Liabilities | $ 55.5 | 72 | $ 55.5 | |||||||||||||||||
Number of additional directors | Director | 2 | |||||||||||||||||||
Number of new directors | Director | 4 | |||||||||||||||||||
Percentage of loss allocated noncontrolling interests | 100% | |||||||||||||||||||
Sale of Stock, Description of Transaction | The Flotek Supply Agreement Amendment includes a minimum annual volume commitment whereby we are obligated to pay Flotek liquidated damages equal to 25.0% of the shortfall for such year, should we fail to meet the minimum purchase amount. At May 17, 2022, we had a supply agreement contract liability of $9.9 million, which was included as purchase consideration for Flotek as a settlement of a pre-existing relationship. All effects of the Supply Agreement have been eliminated from our consolidated financial statements subsequent to May 17, 2022. | |||||||||||||||||||
Supply agreement contract liability | $ 9.9 | $ 9.9 | ||||||||||||||||||
Percentage of accrued paid-in-kind interest rate | 10% | |||||||||||||||||||
Debt instrument, term | 1 year | |||||||||||||||||||
Debt Instrument, Face Amount | $ 20 | |||||||||||||||||||
Noncash income | 10.2 | |||||||||||||||||||
Common stock, shares authorized | shares | 13,100,000 | 13,100,000 | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Payments for repurchase of common stock | $ 19.5 | |||||||||||||||||||
Revenues | 37.2 | |||||||||||||||||||
Pretax earnings (loss) | (29.4) | |||||||||||||||||||
Notes converted into common stock | shares | 63,500,000 | |||||||||||||||||||
Stock issued during period shares stock splits | shares | 4,200,000 | |||||||||||||||||||
Stock Consideration Payable | $ 4.5 | |||||||||||||||||||
Term of agreement increased on hydraulic fleets | 10 years | |||||||||||||||||||
Estimated fair value of convertible notes | 30.2 | 30.2 | ||||||||||||||||||
Number of hydraulic fleets increased | Fleet | 30 | |||||||||||||||||||
Property, plant and equipment | 21.6 | 21.6 | ||||||||||||||||||
Debt | 17.1 | $ 17.1 | ||||||||||||||||||
Purchase consideration | 17.6 | |||||||||||||||||||
Minimum Number Of Hydraulic Fleets | Fleet | 10 | |||||||||||||||||||
Term Of Agreement On Hydraulic Fleets | 3 years | |||||||||||||||||||
Percentage Of Margin For Agreement | 7% | |||||||||||||||||||
Convertible notes payable | $ 50 | |||||||||||||||||||
Flotek Industries Inc [Member] | Private Offering | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Convertible notes payable | $ 10 | |||||||||||||||||||
Flotek Industries Inc [Member] | Pro Frac L L C [Member] | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Percentage of equity interest | 17% | 43% | ||||||||||||||||||
Flotek Industries Inc [Member] | Common Stock | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Convertible notes payable | $ 10 | |||||||||||||||||||
West Munger | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Purchase consideration | $ 30 | |||||||||||||||||||
Area of land | a | 6,700 | |||||||||||||||||||
West Munger | IPO | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Equity interest | $ 38.1 | |||||||||||||||||||
West Munger | IPO | Common Class A | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Purchase consideration | $ 30 | $ 30 | ||||||||||||||||||
Issuance of shares, Shares | shares | 2,114,273 | |||||||||||||||||||
THRC Holdings | FTS International, Inc | FTSI Merger Agreement | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Ownership percentage | 19.50% | |||||||||||||||||||
Monahans | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Revenues | 34 | |||||||||||||||||||
Pretax earnings (loss) | 11.5 | |||||||||||||||||||
Property, plant and equipment | $ 115.7 | |||||||||||||||||||
Intangible assets | 6.2 | |||||||||||||||||||
Cash consideration | $ 97.4 | |||||||||||||||||||
Percentage of outstanding shares of common stock | 100% | |||||||||||||||||||
Monahans | Valuation, Income Approach | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Property, plant and equipment | $ 26.5 | |||||||||||||||||||
U.S. Well Services, Inc. | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Revenues | 62.1 | |||||||||||||||||||
Pretax earnings (loss) | $ (11.4) | |||||||||||||||||||
Property, plant and equipment | $ 278.4 | |||||||||||||||||||
Intangible assets | 136.3 | |||||||||||||||||||
Debt | 27.7 | |||||||||||||||||||
Cash consideration | 195.9 | |||||||||||||||||||
Purchase consideration | $ 479.1 | |||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Nov. 01, 2022 | |||||||||||||||||||
Issuance of shares, Shares | shares | 12,900,000 | |||||||||||||||||||
Equity interest | $ 282.1 | |||||||||||||||||||
Shares issued, price per share | $ / shares | $ 21.91 | |||||||||||||||||||
Consideration of replacement warrants valued at estimated fair value | $ 1.1 | |||||||||||||||||||
U.S. Well Services, Inc. | Common Class A | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Sale of stock, number of shares sold | shares | 4,100,000 | |||||||||||||||||||
U.S. Well Services, Inc. | 2022 ABL Credit Facility | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Borrowings | $ 164 | |||||||||||||||||||
U.S. Well Services, Inc. | Public Warrants | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Warrants exercisable into common shares | shares | 153,613 | |||||||||||||||||||
U.S. Well Services, Inc. | Private Warrants | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Warrants exercisable into common shares | shares | 106,857 | |||||||||||||||||||
Monarch Silica, LLC | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Property, plant and equipment | $ 147.9 | |||||||||||||||||||
Intangible assets | 6.1 | |||||||||||||||||||
Cash consideration | 87.5 | |||||||||||||||||||
Purchase consideration | $ 166.5 | |||||||||||||||||||
Percentage of outstanding shares of common stock | 100% | |||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Dec. 23, 2022 | |||||||||||||||||||
Business Combination Consideration Transferred Secured Note Payable | $ 79 | |||||||||||||||||||
Monarch Silica, LLC | Valuation, Income Approach | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Property, plant and equipment | $ 99.2 | |||||||||||||||||||
REV Energy Holdings, LLC | ||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||
Property, plant and equipment | 75 | |||||||||||||||||||
Intangible assets | 53 | |||||||||||||||||||
Debt | 3.6 | |||||||||||||||||||
Cash consideration | 19.9 | |||||||||||||||||||
Purchase consideration | 140.6 | |||||||||||||||||||
Payments for indebtedness | 17.4 | |||||||||||||||||||
Transaction costs | $ 6 | |||||||||||||||||||
Percentage of outstanding shares of common stock | 100% | |||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Dec. 30, 2022 | |||||||||||||||||||
Issuance of shares, Shares | shares | 3,100,000 | |||||||||||||||||||
Equity interest | $ 78 | |||||||||||||||||||
Holdback number of shares | shares | 31,800 | |||||||||||||||||||
Shares issued, price per share | $ / shares | $ 25.2 | |||||||||||||||||||
Business Combination Consideration Transferred Secured Note Payable | $ 36.1 | |||||||||||||||||||
Contingent consideration estimated fair value | $ 6.6 | |||||||||||||||||||
Business combination earn out payments | $ 20 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Consideration Transferred and Allocation of Purchase Price to Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Feb. 24, 2023 | Jan. 03, 2023 | Dec. 30, 2022 | Dec. 23, 2022 | Nov. 01, 2022 | Jul. 25, 2022 | May 17, 2022 | Mar. 04, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 325.9 | $ 240.5 | ||||||||
Producers | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 0.3 | |||||||||
Accounts receivable | 6.6 | |||||||||
Prepaid expenses and other assets | 1.1 | |||||||||
Inventories | 2 | |||||||||
Property, plant and equipment | 29.5 | |||||||||
Total identifiable assets acquired | 39.5 | |||||||||
Accounts payable | 10.9 | |||||||||
Accrued expenses | 2.8 | |||||||||
Non-current portion of long-term debt | 0.1 | |||||||||
Current portion of long-term debt | 0.2 | |||||||||
Total liabilities assumed | 14 | |||||||||
Goodwill | 11 | |||||||||
Total purchase consideration | 36.5 | |||||||||
Total purchase consideration | $ 9.7 | |||||||||
Performance Proppants | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 2 | |||||||||
Accounts receivable | 17.1 | |||||||||
Prepaid expenses and other assets | 0.6 | |||||||||
Inventories | 7.5 | |||||||||
Property, plant and equipment | 476.9 | |||||||||
Intangible assets | 5.6 | |||||||||
Total identifiable assets acquired | 509.7 | |||||||||
Accounts payable | 16.7 | |||||||||
Accrued expenses | 3.3 | |||||||||
Non-current portion of long-term debt | 0.6 | |||||||||
Current portion of long-term debt | 2.1 | |||||||||
Other current liabilities | 49.6 | |||||||||
Other non-current liabilities | 42.3 | |||||||||
Total liabilities assumed | 114.6 | |||||||||
Goodwill | 67.7 | |||||||||
Total purchase consideration | 462.8 | |||||||||
Total purchase consideration | $ 452.4 | |||||||||
FTS International, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 53.8 | |||||||||
Accounts receivable | 89.3 | |||||||||
Prepaid expenses and other assets | 4 | |||||||||
Inventories | 42.3 | |||||||||
Property, plant and equipment | 307.1 | |||||||||
Operating lease right-of-use asset | 2.7 | |||||||||
Intangible assets | 1.2 | |||||||||
Other assets | 1.6 | |||||||||
Total identifiable assets acquired | 502 | |||||||||
Accounts payable | 63 | |||||||||
Accrued expenses | 19.3 | |||||||||
Operating lease liability current | 1.2 | |||||||||
Current portion of long-term debt | 10.1 | |||||||||
Other current liabilities | 0.3 | |||||||||
Operating lease liability non-current | 1.5 | |||||||||
Other non-current liabilities | 0.9 | |||||||||
Total liabilities assumed | 96.3 | |||||||||
Total purchase consideration | $ 405.7 | |||||||||
Flotek Industries, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 21.7 | |||||||||
Accounts receivable | 18.9 | |||||||||
Inventories | 12.2 | |||||||||
Property, plant and equipment | 21.6 | |||||||||
Operating lease right-of-use asset | 3.9 | |||||||||
Total identifiable assets acquired | 83.8 | |||||||||
Non-current portion of long-term debt | 17.1 | |||||||||
Other non-current liabilities | 0.1 | |||||||||
Total liabilities assumed | 48.9 | |||||||||
Goodwill | 81.7 | |||||||||
Total purchase consideration | $ 17.6 | |||||||||
Monahans | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 0.1 | |||||||||
Accounts receivable | 11.7 | |||||||||
Prepaid expenses and other assets | 0.6 | |||||||||
Inventories | 3.2 | |||||||||
Property, plant and equipment | 115.7 | |||||||||
Intangible assets | 6.2 | |||||||||
Other assets | 9.2 | |||||||||
Total identifiable assets acquired | 146.7 | |||||||||
Accounts payable | 8.2 | |||||||||
Accrued expenses | 1 | |||||||||
Other current liabilities | 4.4 | |||||||||
Other non-current liabilities | 38.1 | |||||||||
Total liabilities assumed | 51.7 | |||||||||
Goodwill | 2.4 | |||||||||
Total purchase consideration | $ 97.4 | |||||||||
U.S. Well Services, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 19.4 | |||||||||
Accounts receivable | 34.3 | |||||||||
Prepaid expenses and other assets | 9.9 | |||||||||
Inventories | 15.1 | |||||||||
Property, plant and equipment | 278.4 | |||||||||
Operating lease right-of-use asset | 40.9 | |||||||||
Intangible assets | 136.3 | |||||||||
Other assets | 0.4 | |||||||||
Total identifiable assets acquired | 534.7 | |||||||||
Accounts payable | 68.3 | |||||||||
Accrued expenses and other current liabilities | 19.9 | |||||||||
Operating lease liability current | 24 | |||||||||
Current portion of finance lease liabilities | 1.8 | |||||||||
Warrant liabilities | 15.6 | |||||||||
Non-current portion of long-term debt | 27.7 | |||||||||
Current portion of long-term debt | 13.1 | |||||||||
Operating lease liability non-current | 16.9 | |||||||||
Long-term finance lease liabilities | 4.9 | |||||||||
Total liabilities assumed | 192.2 | |||||||||
Goodwill | 136.6 | |||||||||
Total purchase consideration | 479.1 | |||||||||
Total purchase consideration | $ 195.9 | |||||||||
Monarch Silica, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 3.1 | |||||||||
Accounts receivable | 5.9 | |||||||||
Inventories | 1.3 | |||||||||
Property, plant and equipment | 147.9 | |||||||||
Operating lease right-of-use asset | 0.6 | |||||||||
Intangible assets | 6.1 | |||||||||
Total identifiable assets acquired | 164.9 | |||||||||
Accounts payable | 1.5 | |||||||||
Accrued expenses | 0.7 | |||||||||
Operating lease liability current | 0.2 | |||||||||
Operating lease liability non-current | 0.4 | |||||||||
Total liabilities assumed | 2.8 | |||||||||
Goodwill | 4.4 | |||||||||
Total purchase consideration | 166.5 | |||||||||
Total purchase consideration | $ 87.5 | |||||||||
REV Energy Holdings, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash and cash equivalents | $ 0.2 | |||||||||
Accounts receivable | 10 | |||||||||
Prepaid expenses and other assets | 1.5 | |||||||||
Inventories | 0.7 | |||||||||
Property, plant and equipment | 75 | |||||||||
Intangible assets | 53 | |||||||||
Other assets | 0.1 | |||||||||
Total identifiable assets acquired | 140.5 | |||||||||
Accounts payable | 14.1 | |||||||||
Accrued expenses | 2.4 | |||||||||
Non-current portion of long-term debt | 3.6 | |||||||||
Current portion of long-term debt | 1.9 | |||||||||
Total liabilities assumed | 22 | |||||||||
Goodwill | 22.1 | |||||||||
Total purchase consideration | 140.6 | |||||||||
Total purchase consideration | $ 19.9 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Allocation of Fair Value of Flotek's Assets, Liabilities and Noncontrolling Interest (Details) - USD ($) $ in Millions | May 17, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Liabilities assumed: | |||
Goodwill | $ 325.9 | $ 240.5 | |
Flotek Industries, Inc. | |||
Settlement of pre-existing relationships | |||
Accounts payable | $ 2.7 | ||
Supply agreement contract liability | (9.9) | ||
Fair value of previously held interest in 10% Convertible PIK Notes | 30.2 | ||
Total purchase consideration | 17.6 | ||
Assets acquired: | |||
Cash and cash equivalents | 21.7 | ||
Accounts receivable | 18.9 | ||
Inventories | 12.2 | ||
Assets held for sale | 1.8 | ||
Other current assets | 3.4 | ||
Property, plant and equipment | 21.6 | ||
Operating lease right-of-use asset | 3.9 | ||
Deferred tax assets | 0.3 | ||
Total identifiable assets acquired | 83.8 | ||
Liabilities assumed: | |||
Accounts payable and accrued liabilities | 24.2 | ||
Operating lease liabilities | 7.4 | ||
Finance lease liabilities | 0.1 | ||
Non-current portion of long-term debt | 17.1 | ||
Other non-current liabilities | 0.1 | ||
Total liabilities assumed | 48.9 | ||
Noncontrolling interests | 99 | ||
Goodwill | $ 81.7 |
Business Combinations - Summa_3
Business Combinations - Summary of combined Pro Forma Results of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition, Pro Forma Information [Abstract] | |||
Revenues | $ 2,668.1 | $ 3,159.5 | $ 1,581.8 |
Net income (loss) | $ (51.8) | $ 270.1 | $ (300.8) |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) $ in Thousands | Dec. 30, 2022 | Feb. 14, 2022 | Feb. 09, 2022 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||||
Interest rate stated percentage | 2.25% | |||
Debt instrument maturity date | Jun. 30, 2025 | |||
Basin Production and Completion LLC | ||||
Debt Instrument [Line Items] | ||||
Cash payment used to purchase equity interest | $ 46,000 | |||
Investment | 51,400 | |||
Equity method investment | $ 23,400 | |||
Basin Production and Completion LLC | FHE | ||||
Debt Instrument [Line Items] | ||||
Due from Related Parties | $ 1,250 | |||
Interest rate stated percentage | 5% | |||
Debt instrument maturity date | Feb. 14, 2027 | |||
Basin Production and Completion LLC | A-1 and B-1 Preferred Units | ||||
Debt Instrument [Line Items] | ||||
Cash payment used to purchase equity interest | 40,000 | |||
Basin Production and Completion LLC | Selling Holders of B-1 Preferred Units | ||||
Debt Instrument [Line Items] | ||||
Cash payment used to purchase equity interest | $ 6,000 |
Debt - Components of Long-term
Debt - Components of Long-term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total principal amount | $ 1,107.9 | $ 959.4 |
Less: unamortized debt discounts, premiums, and issuance costs | (39.4) | (34) |
Less: current portion of long-term debt | (126.4) | (127.6) |
Total long-term debt, net | 942.1 | 797.8 |
2029 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | 520 | |
ProFrac Holding Corp.: | ||
Debt Instrument [Line Items] | ||
Total principal amount | 678.4 | 854 |
Less: unamortized debt discounts, premiums, and issuance costs | (17.4) | (23.6) |
Less: current portion of long-term debt | (47.2) | (79.6) |
Total long-term debt, net | 613.8 | 750.8 |
ProFrac Holding Corp.: | 2022 Term Loan | ||
Debt Instrument [Line Items] | ||
Total principal amount | 519.2 | |
ProFrac Holding Corp.: | 2029 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | 520 | |
ProFrac Holding Corp.: | 2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Total principal amount | 117.4 | 234.3 |
ProFrac Holding Corp.: | First Financial Loan | ||
Debt Instrument [Line Items] | ||
Total principal amount | 16.6 | |
ProFrac Holding Corp.: | REV Note | ||
Debt Instrument [Line Items] | ||
Total principal amount | 39 | |
ProFrac Holding Corp.: | Equify Note | ||
Debt Instrument [Line Items] | ||
Total principal amount | 18.6 | 23.8 |
ProFrac Holding Corp.: | Finance Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total principal amount | 8.6 | 9.3 |
ProFrac Holding Corp.: | Other | ||
Debt Instrument [Line Items] | ||
Total principal amount | 13.8 | 11.8 |
Alpine Subsidiary: | ||
Debt Instrument [Line Items] | ||
Total principal amount | 421.8 | 87.5 |
Less: unamortized debt discounts, premiums, and issuance costs | (22) | (10.4) |
Less: current portion of long-term debt | (71.6) | (32.8) |
Total long-term debt, net | 328.2 | 44.3 |
Alpine Subsidiary: | Alpine 2023 Term Loan | ||
Debt Instrument [Line Items] | ||
Total principal amount | 365 | |
Alpine Subsidiary: | Monarch Note | ||
Debt Instrument [Line Items] | ||
Total principal amount | 54.7 | 87.5 |
Alpine Subsidiary: | Finance Lease Obligations | ||
Debt Instrument [Line Items] | ||
Total principal amount | 2.1 | |
Flotek Subsidiary: | ||
Debt Instrument [Line Items] | ||
Total principal amount | 7.7 | 17.9 |
Less: current portion of long-term debt | (7.6) | (15.2) |
Total long-term debt, net | 0.1 | 2.7 |
Flotek Subsidiary: | Flotek Convertible Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | 12.7 | |
Flotek Subsidiary: | Flotek Paycheck Protection Program | ||
Debt Instrument [Line Items] | ||
Total principal amount | 4.8 | |
Flotek Subsidiary: | Flotek ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
Total principal amount | 7.5 | |
Flotek Subsidiary: | Flotek Other | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 0.2 | $ 0.4 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 12 Months Ended | |||||||||||||||||||
Jan. 14, 2028 | Jan. 14, 2027 | Jan. 14, 2026 | Jan. 01, 2025 | Dec. 31, 2024 | Sep. 30, 2024 | Jun. 30, 2024 | Dec. 30, 2022 | Dec. 23, 2022 | Nov. 01, 2022 | Mar. 21, 2022 | Mar. 04, 2022 | Feb. 02, 2022 | Dec. 27, 2027 | Dec. 27, 2026 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Dec. 22, 2021 | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument maturity date | Jun. 30, 2025 | |||||||||||||||||||
Interest rate stated percentage | 2.25% | |||||||||||||||||||
Borrowings | $ 1,107,900,000 | $ 959,400,000 | ||||||||||||||||||
Long-term debt | 923,500,000 | 735,000,000 | ||||||||||||||||||
Loss on extinguishment of debt | (33,500,000) | $ (17,600,000) | $ (500,000) | |||||||||||||||||
Secured note payable | $ 39,000,000 | |||||||||||||||||||
Long term debt due within one year | 126,400,000 | |||||||||||||||||||
Monarch Silica, LLC | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Acquisition date | Dec. 23, 2022 | |||||||||||||||||||
Cash consideration | $ 87,500,000 | |||||||||||||||||||
Secured note payable | $ 79,000,000 | |||||||||||||||||||
REV Energy Holdings, LLC | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Acquisition date | Dec. 30, 2022 | |||||||||||||||||||
Cash consideration | $ 19,900,000 | |||||||||||||||||||
Secured note payable | $ 36,100,000 | |||||||||||||||||||
2022 Term Loan Credit Facility (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | $ 450,000,000 | |||||||||||||||||||
Loss on extinguishment of debt | 35,400,000 | |||||||||||||||||||
2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maximum borrowing capacity | 325,000,000 | $ 210,900,000 | ||||||||||||||||||
Debt instrument maturity date | Mar. 04, 2027 | |||||||||||||||||||
Interest rate effective percentage | 9.50% | |||||||||||||||||||
Letters of credit outstanding amount | $ 10,100,000 | |||||||||||||||||||
Debt instrument, unused borrowing capacity, amount | $ 15,000,000 | |||||||||||||||||||
Remaining credit facility | 83,400,000 | |||||||||||||||||||
Percentage of maximum credit available lesser of the maximum revolver amount | 12.50% | |||||||||||||||||||
Line of credit facility, covenant specified amount | $ 30,000,000 | |||||||||||||||||||
Outstanding amount | $ 117,400,000 | |||||||||||||||||||
2029 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate effective percentage | 14% | |||||||||||||||||||
Interest due | $ 0 | |||||||||||||||||||
Borrowings | 520,000,000 | |||||||||||||||||||
Aggregate principal amount of Notes redeemable | 20,000,000 | |||||||||||||||||||
Debt discount | 5,200,000 | |||||||||||||||||||
Net proceeds | 498,800,000 | |||||||||||||||||||
Debt issuance costs | 16,000,000 | |||||||||||||||||||
Debt instrument, face amount | 514,800,000 | |||||||||||||||||||
Long term debt due within one year | $ 30,000,000 | |||||||||||||||||||
2029 Senior Notes | Scenario Forecast | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum quarterly payments | $ 15,000,000 | |||||||||||||||||||
Premium percentage redeemable | 1% | 2% | 5% | |||||||||||||||||
Alpine 2023 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate effective percentage | 14.30% | |||||||||||||||||||
Debt instrument, face amount | $ 365,000,000 | |||||||||||||||||||
Alpine 2023 Term Loan | Scenario Forecast | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Prepayment premium percentage | 1% | 2% | ||||||||||||||||||
Monarch Note | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument maturity date | Dec. 23, 2024 | |||||||||||||||||||
Interest rate stated percentage | 2.50% | |||||||||||||||||||
Interest rate effective percentage | 12.10% | |||||||||||||||||||
Minimum quarterly payments | $ 10,900,000 | |||||||||||||||||||
Debt discount | 10,400,000 | |||||||||||||||||||
Secured note payable | $ 87,500,000 | |||||||||||||||||||
Monarch Note | Monarch Silica, LLC | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Acquisition date | Dec. 23, 2022 | |||||||||||||||||||
Equify Note One | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument maturity date | Aug. 31, 2027 | |||||||||||||||||||
Interest rate stated percentage | 14.80% | |||||||||||||||||||
Interest rate effective percentage | 3.40% | |||||||||||||||||||
Debt instrument, face amount | $ 11,900,000 | |||||||||||||||||||
Equify Note Two | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument maturity date | Oct. 31, 2027 | |||||||||||||||||||
Interest rate stated percentage | 15.50% | |||||||||||||||||||
Interest rate effective percentage | 4.20% | |||||||||||||||||||
Debt instrument, face amount | $ 12,300,000 | |||||||||||||||||||
Equify Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt premium | $ 3,600,000 | |||||||||||||||||||
REV Note (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Loss on extinguishment of debt | $ 1,000,000 | |||||||||||||||||||
REV Note (Extinguished) | REV Energy Holdings, LLC | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Acquisition date | Dec. 30, 2022 | |||||||||||||||||||
First Financial Loan (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, face amount | $ 30,000,000 | |||||||||||||||||||
Debt instrument, maturity date | Jan. 01, 2024 | |||||||||||||||||||
Flotek Convertible Notes (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible notes payable | $ 3,000,000 | $ 11,200,000 | $ 12,700,000 | |||||||||||||||||
Percentage of accrued paid-in-kind interest rate | 10% | |||||||||||||||||||
Convertible notes were converted into common stock | 2.8 | |||||||||||||||||||
Other Indebtedness | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Other Long-Term Debt | $ 13,800,000 | |||||||||||||||||||
L I B O R [Member] | First Financial Loan (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest rate stated percentage | 3.50% | |||||||||||||||||||
SOFR | 2029 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 7.25% | |||||||||||||||||||
SOFR | Alpine 2023 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 7.25% | |||||||||||||||||||
Base Rate Loans | 2029 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 0.26161% | |||||||||||||||||||
SOFR Rate | Alpine 2023 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 0.11448% | |||||||||||||||||||
SOFR Floor | 2029 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 2% | |||||||||||||||||||
SOFR Floor | Alpine 2023 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Basis spread on variable rate | 3% | |||||||||||||||||||
Minimum | 2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed charge coverage ratio | 1% | |||||||||||||||||||
Quarterly unused line fee percentage | 0.25% | |||||||||||||||||||
Minimum | 2029 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum loan to value ratio percent | 0.75% | |||||||||||||||||||
Minimum | 2029 Senior Notes | Scenario Forecast | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum quarterly payments | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||
Minimum | Alpine 2023 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, leverage ratio | 2% | |||||||||||||||||||
Minimum | Alpine 2023 Term Loan | Scenario Forecast | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum quarterly payments | $ 15,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||
Minimum | SOFR | 2022 Term Loan Credit Facility (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 7.25% | |||||||||||||||||||
Minimum | SOFR | 2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 1.50% | |||||||||||||||||||
Minimum | Base Rate Loans | 2022 Term Loan Credit Facility (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 6.25% | |||||||||||||||||||
Minimum | Base Rate Loans | 2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 0.50% | |||||||||||||||||||
Maximum | 2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fixed charge coverage ratio | 1% | |||||||||||||||||||
Quarterly unused line fee percentage | 0.375% | |||||||||||||||||||
Maximum | 2029 Senior Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Minimum loan to value ratio percent | 1% | |||||||||||||||||||
Maximum | Alpine 2023 Term Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, leverage ratio | 1% | |||||||||||||||||||
Maximum | SOFR | 2022 Term Loan Credit Facility (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 8% | |||||||||||||||||||
Maximum | SOFR | 2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 2% | |||||||||||||||||||
Maximum | Base Rate Loans | 2022 Term Loan Credit Facility (Extinguished) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 7% | |||||||||||||||||||
Maximum | Base Rate Loans | 2022 ABL Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Accrue interest | 1% |
Debt - Summary of Principal Mat
Debt - Summary of Principal Maturity Schedule (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 126.4 | |
2025 | 130.1 | |
2026 | 127.6 | |
2027 | 243.4 | |
2028 | 120.4 | |
Thereafter | 360 | |
Total | 1,107.9 | $ 959.4 |
2029 Senior Notes | ||
Debt Instrument [Line Items] | ||
2024 | 30 | |
2025 | 60 | |
2026 | 60 | |
2027 | 60 | |
2028 | 60 | |
Thereafter | 250 | |
Total | 520 | |
ProFrac Holding Corp.: | ||
Debt Instrument [Line Items] | ||
2024 | 47.2 | |
2025 | 69.8 | |
2026 | 67.6 | |
2027 | 183.4 | |
2028 | 60.4 | |
Thereafter | 250 | |
Total | 678.4 | 854 |
ProFrac Holding Corp.: | 2029 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total | 520 | |
ProFrac Holding Corp.: | 2022 ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
2027 | 117.4 | |
Total | 117.4 | 234.3 |
ProFrac Holding Corp.: | Equify Notes | ||
Debt Instrument [Line Items] | ||
2024 | 5 | |
2025 | 5 | |
2026 | 5 | |
2027 | 3.6 | |
Total | 18.6 | |
ProFrac Holding Corp.: | Finance Lease Obligations | ||
Debt Instrument [Line Items] | ||
2024 | 2.3 | |
2025 | 2.2 | |
2026 | 2 | |
2027 | 1.8 | |
2028 | 0.3 | |
Total | 8.6 | 9.3 |
ProFrac Holding Corp.: | Other | ||
Debt Instrument [Line Items] | ||
2024 | 9.9 | |
2025 | 2.6 | |
2026 | 0.6 | |
2027 | 0.6 | |
2028 | 0.1 | |
Total | 13.8 | 11.8 |
Alpine Subsidiary: | ||
Debt Instrument [Line Items] | ||
2024 | 71.6 | |
2025 | 60.2 | |
2026 | 60 | |
2027 | 60 | |
2028 | 60 | |
Thereafter | 110 | |
Total | 421.8 | 87.5 |
Alpine Subsidiary: | Finance Lease Obligations | ||
Debt Instrument [Line Items] | ||
2024 | 1.9 | |
2025 | 0.2 | |
Total | 2.1 | |
Alpine Subsidiary: | Alpine 2023 Term Loan | ||
Debt Instrument [Line Items] | ||
2024 | 15 | |
2025 | 60 | |
2026 | 60 | |
2027 | 60 | |
2028 | 60 | |
Thereafter | 110 | |
Total | 365 | |
Alpine Subsidiary: | Monarch Note | ||
Debt Instrument [Line Items] | ||
2024 | 54.7 | |
Total | 54.7 | 87.5 |
Flotek Subsidiary: | ||
Debt Instrument [Line Items] | ||
2024 | 7.6 | |
2025 | 0.1 | |
Total | 7.7 | 17.9 |
Flotek Subsidiary: | Flotek ABL Credit Facility | ||
Debt Instrument [Line Items] | ||
2024 | 7.5 | |
Total | 7.5 | |
Flotek Subsidiary: | Flotek Other | ||
Debt Instrument [Line Items] | ||
2024 | 0.1 | |
2025 | 0.1 | |
Total | $ 0.2 | $ 0.4 |
Earnings per Share - Schedule o
Earnings per Share - Schedule of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net (loss) income attributable to ProFrac Holding Corp. | $ (97.7) | $ 91.5 |
Net (loss) income used for basic earning per Class A common share | $ (107.5) | $ 91.5 |
Denominator: | ||
Weighted average Class A common shares | 130.9 | 44.3 |
Weighted average Class A common shares - diluted | 130.9 | 44.5 |
Basic (loss) earnings per share - Class A Common Stock | $ (0.82) | $ 2.06 |
Diluted (loss) earnings per share - Class A Common Stock | $ (0.82) | $ 2.06 |
Class A Common Stock | ||
Numerator: | ||
Net (loss) income attributable to ProFrac Holding Corp. | $ (97.7) | $ 91.5 |
Adjust Series A preferred stock to its maximum redemption value | (9.8) | |
Net (loss) income used for basic earning per Class A common share | (107.5) | 91.5 |
Net loss reallocated to dilutive Class A common shares | 0.2 | |
Net (loss) income used for diluted earnings per Class A common share | $ (107.5) | $ 91.7 |
Denominator: | ||
Weighted average Class A common shares | 130.9 | 44.3 |
Dilutive potential of employee restricted stock units | 0.2 | |
Weighted average Class A common shares - diluted | 130.9 | 44.5 |
Basic (loss) earnings per share - Class A Common Stock | $ (0.82) | $ 2.06 |
Diluted (loss) earnings per share - Class A Common Stock | $ (0.82) | $ 2.06 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2023 shares | |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Stock equivalents not included in diluted earnings per share | 0.2 |
Preferred Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Stock equivalents not included in diluted earnings per share | 2.5 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 USD ($) Entity $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||
Preferred stock aggregate consideration | $ | |||
Preferred shares, par value | $ 0.01 | $ 0.01 | |
Number of entities | Entity | 2 | ||
Preferred shares, issued | shares | 0 | 0 | |
Payments of preferred stock issuance costs | $ | $ 27.4 | ||
Preferred stock convertible shares | shares | 2,500,000 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate consideration | $ | $ 50 | ||
Preferred shares, par value | $ 0.01 | ||
Preferred shares, issued | shares | 50,000 | ||
Net proceeds from issuance of preferred stock | $ | $ 48.9 | ||
Payments of preferred stock issuance costs | $ | $ 1.1 | $ 1.1 | |
Preferred stock, liquidation preference for each share | $ 1,000 | ||
Percentage of paid-in-kind dividends at rate per share equal to annual rate | 8% | ||
Preferred stock convertible conversion price | $ 20 | ||
Preferred stock, redemption price per share | $ 1.15 | ||
Preferred stock, redemption amount | $ | $ 58.7 | ||
Preferred stock, convertible conversion terms | If the Company elects to convert the Preferred Stock into common shares, it will do so at a conversion rate equal to the greater of:•The Liquidation Preference divided by $10.95, orThe Liquidation Preference divided by the 30-day volume-weighted average price (“VWAP”) of our common stock at the public announcement of the change of control transaction. | ||
Preferred stock, redemption terms | If the Company elects to redeem the Preferred Stock for cash, it will pay out the greater of (1) the Liquidation Preference as of the date of such payment or (2) the amount such holder would receive in the change of control transaction if such share of Preferred Stock had been converted into a number of shares of common stock equal to the greater of: •The Liquidation Preference divided by $20.00 (which is subject to adjustment upon the occurrence of specified events set forth under the terms of the Preferred Stock), and •The Liquidation Preference divided by the 30-day VWAP of our common stock at the change of control date. | ||
Preferred stock, liquidation preference conversion price | $ 10.95 | ||
Preferred stock, liquidation preference redemption price | $ 20 |
Other Operating Expense, Net -
Other Operating Expense, Net - Summary of Other Operating Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
(Gain) loss on disposal of assets | $ (1.7) | $ 2.1 | $ 9.8 |
Litigation expenses and accruals for legal contingencies | 34.1 | 11.3 | |
Severance charges | 1.1 | 0.5 | |
Loss on foreign currency transactions | 0.2 | ||
Reorganization costs | 2.1 | ||
Impairments of long-lived assets | 2.5 | ||
Acquisition earnout adjustment | (6.6) | ||
Provision for credit losses, net of recoveries | 0.1 | 1.9 | (1.2) |
Total | $ 29.5 | $ 15.3 | $ 11.4 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | May 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 10,100,000 | $ 8,100,000 | |
Income tax benefit from stock-based compensation | 200,000 | 400,000 | |
Stock based compensation, grant date fair value | $ 45,300,000 | ||
Stock based compensation, estimated derived service period | 1 year | ||
Unrecognized compensation cost | $ 0 | ||
Selling, General and Administrative Expenses | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 29,800,000 | 67,400,000 | |
Time-based Vesting RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 9,300,000 | $ 6,000,000 | |
Weighted average per share | $ 11,940 | $ 17,890 | |
Weighted-average fair value of RSUs vested | $ 17.4 | ||
Unrecognized compensation cost | $ 5,100,000 | ||
Weighted average period expected to be recognized | 7 months 6 days | ||
RSUs vested | 525,999 | ||
Monte Carlo Simulation Method | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation, volatility rate | 79.20% | ||
Stock based compensation, dividend yield | 0% | ||
Weighted average per share | $ 18 | ||
Stock based compensation, risk-free interest rates | 2.86% | ||
Stock based compensation, performance period of awards | 5 years | ||
Stock-based compensation expense, description | Stock-based compensation expense associated with this award was recognized over the derived service period. | ||
Flotek | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 300,000 | $ 2,100,000 | |
Unrecognized compensation cost | $ 2,200,000 | ||
Weighted average period expected to be recognized | 2 years | ||
Pro Frac L L C [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of equity interest | 50.80% | ||
Stock based compensation expense | $ 19,700,000 | $ 25,600,000 | |
Common Class B | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares issued | 0 | 104,200,000 | |
Common Class A | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares issued | 159,400,000 | 53,900,000 | |
Common Class A | 2022 Long Term Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation, Authorized number of shares allocated | 3,120,708 | ||
Stock based compensation shares available for grant | 2,542,708 | ||
Ladd Wilks and Matt Wilks | Pro Frac L L C [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of equity interest | 1% | ||
Ladd Wilks and Matt Wilks | Common Class B | Pro Frac L L C [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares issued | 1,220,978 | ||
Ladd Wilks and Matt Wilks | Pro Frac L L C [Member] | Black Scholes Merton Option Pricing Model | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 33,700,000 | ||
Stock based compensation, contractual term | 16 years 6 months | ||
Stock based compensation, volatility rate | 64% | ||
Stock based compensation, dividend yield | 0% | ||
Minimum | Performance-based Vesting RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance conditions achievement range percentage. | 0% | ||
Maximum | Performance-based Vesting RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance conditions achievement range percentage. | 200% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Current Year Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Time-based Vesting RSUs | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Beginning balance, Units | shares | 576,493 |
Units, Granted | shares | 874,694 |
Units, Vested | shares | (525,999) |
Units, Forfeited | shares | (85,581) |
Ending balance, Units | shares | 839,607 |
Grant Date Weighted- Average Fair Value per Unit, Beginning Balance | $ / shares | $ 17.89 |
Grant Date Weighted- Average Fair Value per Unit, Granted | $ / shares | 11.94 |
Grant Date Weighted- Average Fair Value per Unit, Vested | $ / shares | 17.4 |
Grant Date Weighted- Average Fair Value per Unit, Forfeited | $ / shares | 12.51 |
Grant Date Weighted- Average Fair Value per Unit, Ending Balance | $ / shares | $ 12.55 |
Performance-based Vesting RSU | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Units, Granted | shares | 79,988 |
Performance adjustment | shares | (56,836) |
Units, Forfeited | shares | (23,152) |
Grant Date Weighted- Average Fair Value per Unit, Granted | $ / shares | $ 12.65 |
Grant Date Weighted- Average Fair Value per Unit, Performance adjustment | $ / shares | 12.65 |
Grant Date Weighted- Average Fair Value per Unit, Forfeited | $ / shares | $ 12.65 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Income Tax Examination [Line Items] | ||||
Net deferred tax asset | $ 164,300,000 | $ 2,100,000 | $ 164,300,000 | |
Total income tax (provision) benefit, Percent | (2.10%) | 2.60% | ||
Federal corporate income tax rate | 21% | 21% | ||
Income (loss) before income taxes | $ (58,000,000) | $ 351,800,000 | $ (43,700,000) | 250,100,000 |
Income tax expense (benefit) | 1,200,000 | 9,100,000 | $ (200,000) | |
Accrued distribution to redeemable noncontrolling interest holders for tax payments | 8,000,000 | |||
Liability for uncertain tax positions | 0 | 0 | ||
Accrued interest expense | 0 | 0 | ||
Interest expense | 0 | |||
Revised estimate of tax distributions to redeemable noncontrolling interest holders current | 2,800,000 | |||
Overpayment of tax distribution | $ 5,300,000 | 5,300,000 | 5,300,000 | |
Percentage to TRA Holders | 85% | |||
Tax receivable agreement liabilities, non current | $ 68,100,000 | 68,100,000 | ||
Tax receivable agreement liabilities, current | 2,800,000 | 2,800,000 | ||
Federal | ||||
Income Tax Examination [Line Items] | ||||
Net operating loss carryforwards | $ 2,400,000,000 | 2,400,000,000 | ||
Tax credit carryforward, limitations on use | The Company's NOLs were acquired through its acquisition of FTSI and USWS during 2022. FTSI filed for bankruptcy protection on September 22, 2020 and upon emergence on November 19, 2020 elected Section 382(l)(5) with respect to its tax attributes, including NOLs. Section 382(l)(5) completely limits utilization of NOLs if a company making the election experiences a second "ownership change" under Section 382 within a two year period. FTSI experienced a second "ownership change" when it was acquired by the Company on March 2, 2022, within the two year period after it elected Section 382(l)(5). | |||
Net operating loss carryforwards, subject to expiration | $ 1,500,000,000 | 1,500,000,000 | ||
Federal | Limited to Within a Two Year Period | ||||
Income Tax Examination [Line Items] | ||||
Net operating loss carryforwards | 1,900,000,000 | 1,900,000,000 | ||
Remaining operating loss carry forwards limited under section | 483,800,000 | 483,800,000 | ||
Federal | Limitation under Section 382 | ||||
Income Tax Examination [Line Items] | ||||
Remaining operating loss carry forwards limited under section | $ 424,600,000 | 424,600,000 | ||
Federal | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards expiration period | 2032 | |||
Federal | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards expiration period | 2037 | |||
State | ||||
Income Tax Examination [Line Items] | ||||
Net operating loss carryforwards | $ 704,300,000 | 704,300,000 | ||
Remaining operating loss carry forwards limited under section | 194,300,000 | 194,300,000 | ||
Net operating loss carryforwards, subject to expiration | 600,800,000 | 600,800,000 | ||
State | Limited to Within a Two Year Period | ||||
Income Tax Examination [Line Items] | ||||
Net operating loss carryforwards | $ 510,000,000 | $ 510,000,000 | ||
State | Minimum | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards expiration period | 2032 | |||
State | Maximum | ||||
Income Tax Examination [Line Items] | ||||
Operating loss carryforwards expiration period | 2042 | |||
Flotek Industries, Inc. | ||||
Income Tax Examination [Line Items] | ||||
Income (loss) before income taxes | $ (29,400,000) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current income taxes: | |||
Federal | $ (1.1) | $ 1.7 | |
State | 2.2 | 3.7 | |
Total current | 1.1 | 5.4 | |
Deferred income taxes: | |||
Federal | 3.6 | ||
State | 0.1 | 0.1 | |
Total deferred | 0.1 | 3.7 | |
Income tax expense (benefit) | $ 1.2 | $ 9.1 | $ (0.2) |
Income Taxes - Summary of Actua
Income Taxes - Summary of Actual Income Tax Expense (Benefit) Differed From the Amount Computed by Applying the Statutory Federal Income Tax Rate to Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | 36 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before income taxes | $ (58) | $ 351.8 | $ (43.7) | $ 250.1 |
Statutory rate | 21% | 21% | ||
Federal income tax expense (benefit) at statutory rate | $ (12.2) | $ 73.9 | ||
State taxes, net of federal benefit | 0.8 | 9.5 | ||
Permanent items | 7.2 | 13.6 | ||
Other | (1.3) | (3.2) | ||
Non-controlling interest | (10.7) | (59.9) | ||
Business combination adjustment | (8.3) | |||
Valuation Allowance | 25.7 | (24.8) | ||
Income tax expense (benefit) | $ 1.2 | $ 9.1 | $ (0.2) | |
Effective tax rate | (2.10%) | 2.60% |
Income Taxes - Summary of Tempo
Income Taxes - Summary of Temporary Differences That Gives Rise to Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Tax Assets, Gross [Abstract] | ||||
Net operating loss carryforward | $ 114.8 | $ 93.1 | ||
Investment in partnership | 85.1 | |||
Tax receivable agreement | 74.1 | 18.1 | ||
Flotek net operating loss and tax credit carryforwards | 48.1 | 45.4 | ||
Flotek intangible assets amd goodwill | 8 | 9 | ||
Flotek other | 10.4 | 12.7 | ||
Gross deferred tax assets | 255.4 | 263.4 | ||
Valuation allowance | (91.1) | (261.3) | ||
Total deferred tax assets | 164.3 | 2.1 | ||
Deferred tax liabilities: | ||||
Investment in ProFrac Holdings, LLC | (156.5) | |||
Flotek right-of-use asset and other | (7.5) | (1.8) | ||
Total deferred tax liabilities | (164) | $ (9) | $ (9.4) | (1.8) |
Net deferred tax assets (liabilities) | $ 0.3 | $ 0.3 |
Income Taxes - Summary of Tem_2
Income Taxes - Summary of Temporary Differences That Gives Rise to Deferred Tax Assets and Deferred Tax Liabilities (Parenthetical) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Income Tax Examination [Line Items] | |
Investment in partnership, Correction amount | $ 85.1 |
Prior Period Adjustment | |
Income Tax Examination [Line Items] | |
Investment in partnership, Correction amount | $ 19.3 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Lessee Lease Description [Line Items] | |||
Operating lease right-of-use assets, net | $ 87.2 | $ 112.9 | $ 35.8 |
Operating lease liabilities | 92.3 | $ 35.8 | |
Operating leases | 46.4 | 18.2 | |
Deemed equity distribution | $ 3.7 | ||
Wilks Development, LLC | |||
Lessee Lease Description [Line Items] | |||
Proceeds from sales and leaseback | 44.4 | ||
Operating leases | 51.6 | ||
Changes in cash consideration received | 3.7 | ||
Deemed equity distribution | $ 3.7 |
Leases - Summary of Finance Lea
Leases - Summary of Finance Lease Balances (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee Disclosure [Abstract] | ||
Finance lease right-of-use assets | $ 11.4 | $ 10.3 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Finance Lease, Liability, Current | $ 4.2 | $ 2.3 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt, Current Maturities | Long-Term Debt, Current Maturities |
Finance lease liabilities | $ 6.5 | $ 7 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-Term Debt | Long-Term Debt |
Leases - Summary of Components
Leases - Summary of Components of Lease Costs (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | ||
Operating lease costs | $ 45.8 | $ 18.6 |
Short-term lease costs | 32.3 | 10.5 |
Finance lease costs: | ||
Amortization of right-of-use assets | 5.1 | 0.4 |
Interest on lease liabilities | 1 | 0.1 |
Total lease costs | $ 84.2 | $ 29.6 |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term and Discount Rates Used in Measurement of Right-of-use Assets and Lease Liabilities (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Weighted-average remaining lease term: | ||
Operating leases | 6 years 4 months 24 days | 5 years 10 months 24 days |
Finance leases | 3 years 8 months 12 days | 4 years |
Weighted average discount rate: | ||
Operating leases | 5.90% | 6.90% |
Finance leases | 7.80% | 7.10% |
Leases - Summary of Other Suppl
Leases - Summary of Other Supplemental Information for Leases (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease obligations: | ||
Operating leases | $ 46.4 | $ 18.2 |
Finance leases | 6.2 | 0.9 |
Right-of-use assets obtained in exchange for new lease obligations: | ||
Operating leases | 11.9 | 50.8 |
Finance leases | $ 8.6 | 3.6 |
Operating lease right-of-use assets recognized upon adoption of the leasing standard | $ 35.8 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturities of Leases Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Jan. 01, 2022 |
Operating Leases | ||
2024 | $ 29 | |
2025 | 13.1 | |
2026 | 12.4 | |
2027 | 12.6 | |
2028 | 11.6 | |
Thereafter | 31.6 | |
Total lease payments | 110.3 | |
Less imputed interest | (18) | |
Operating lease liabilities | 92.3 | $ 35.8 |
Finance Leases | ||
2024 | 5 | |
2025 | 2.7 | |
2026 | 2.3 | |
2027 | 1.9 | |
2028 | 0.3 | |
Total lease payments | 12.2 | |
Less imputed interest | (1.5) | |
Total lease liabilities | $ 10.7 |
Goodwill - Summary of Changes i
Goodwill - Summary of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | $ 240.5 |
Balances at December 31, 2023 | 325.9 |
Stimulation Services | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 153.3 |
Balances at December 31, 2023 | 169.7 |
Proppant Production | |
Goodwill [Line Items] | |
Balances at December 31, 2022 | 5.5 |
Balances at December 31, 2023 | $ 74.5 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Loss Contingencies [Line Items] | |
Percentage to TRA Holders | 85% |
Purchase commitments, due in 2024 | $ 29.8 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Level 1 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | $ 1.1 | |
Level 1 | Warrants | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | 1.1 | |
Level 3 | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | 7 | |
Level 3 | Investment in BPC | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets measured at fair value | $ 23.4 | 53.6 |
Level 3 | REV Earnout Payment | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | 6.6 | |
Level 3 | Munger make whole provision | ||
Liabilities, Fair Value Disclosure [Abstract] | ||
Liabilities measured at fair value | $ 7.5 | $ 0.4 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - West Munger $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 17, 2022 USD ($) | May 31, 2022 USD ($) | Nov. 30, 2021 USD ($) a | Dec. 31, 2023 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Area of land | a | 6,700 | |||
Purchase consideration | $ 30 | |||
Liquidation percentage | 100% | |||
Business combination, Fair value | $ 7.5 | |||
Business Combination, Provision | $ 7.7 | |||
IPO | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Equity interest | $ 38.1 | |||
Common Class A | IPO | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Purchase consideration | $ 30 | $ 30 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Recurring Level 3 Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, beginning of period | $ 46.6 | |
Change in fair value of Level 3 fair value measurements | (30.7) | $ 6.4 |
Fair value, end of period | 15.9 | 46.6 |
Munger make whole provision | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Recognition of fair value | 0 | (4.6) |
REV Earnout Liability | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Recognition of fair value | 0 | (6.6) |
Flotek Industries, Inc. | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Acquisition | 0 | 20 |
Change in fair value | 0 | 10.2 |
Elimination of Flotek convertible notes at acquisition date | 0 | (30.2) |
Basin Production and Completion LLC | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Election of fair value option | $ 0 | $ 51.4 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Key Inputs (Details) | May 17, 2022 |
Risk-free Interest Rate | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 1.82 |
Expected Volatility | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 90 |
Term Until Liquidation (Years) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 0.72 |
Stock Price | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Measurement inputs | 1.29 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Carrying Amounts and Fair Value of Financial Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Carrying amount of fixed rate debt | $ 74.7 | $ 142.7 |
Fair value of fixed rate debt | $ 74.3 | $ 142.5 |
Business Segments - Additional
Business Segments - Additional Information (Details) - Segment | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Number of reportable segment | 3 | ||
Revenue | Customer Concentration Risk | Manufacturing | |||
Segment Reporting Information [Line Items] | |||
Percentage of revenue | 89% | 92% | 90% |
Revenue | Customer Concentration Risk | Proppant Production | |||
Segment Reporting Information [Line Items] | |||
Percentage of revenue | 30% | 62% | 40% |
Business Segments - Summary of
Business Segments - Summary of Financial Information for Reportable Segments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 2,630 | $ 2,425.6 | $ 768.4 |
Adjusted EBITDA | 688.4 | 811.2 | 134.7 |
Depreciation, depletion and amortization | 438.4 | 267.3 | 140.7 |
Investment in property, plant & equipment | 267 | 356.2 | 87.4 |
Cash and cash equivalents | 25.3 | 35.1 | |
Total current assets | 638.1 | 865.4 | |
Property, plant, and equipment, net | 1,779 | 1,396.4 | |
Total assets | 3,070.7 | 2,933.6 | |
Current portion of long-term debt | 126.4 | 127.6 | |
Long-term debt | 942.1 | 797.8 | |
Total liabilities | 1,742.1 | 1,582.9 | |
Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,274.2 | 2,341.5 | 744.2 |
Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 355.8 | 84.1 | 24.2 |
External Customers | Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,274.2 | 2,341.5 | 744.2 |
External Customers | Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 355.8 | 84.1 | 24.2 |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (413.6) | (291.6) | (80.6) |
Total current assets | (224.2) | (82.9) | |
Total assets | (1,005.9) | (599.8) | |
Total liabilities | (145.1) | (235.5) | |
Eliminations | Intercompany | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (413.6) | (291.6) | (80.6) |
Stimulation Services | |||
Segment Reporting Information [Line Items] | |||
Total assets | 23.4 | 53.6 | |
Stimulation Services | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,291.2 | 2,348.7 | 745.4 |
Adjusted EBITDA | 479.9 | 771.4 | 122.6 |
Depreciation, depletion and amortization | 363 | 246.4 | 128 |
Investment in property, plant & equipment | 221.8 | 297.8 | 82.8 |
Cash and cash equivalents | 1.3 | 15.4 | |
Total current assets | 445.8 | 740.9 | |
Property, plant, and equipment, net | 881.6 | 943.6 | |
Total assets | 2,483.9 | 2,722.3 | |
Current portion of long-term debt | 46.2 | 79.6 | |
Long-term debt | 611.1 | 749.7 | |
Total liabilities | 1,404.5 | 1,481.3 | |
Stimulation Services | Reportable Segments | External Customers | Services | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,274.2 | 2,341.5 | 744.2 |
Stimulation Services | Reportable Segments | Intercompany | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 17 | 7.2 | 1.2 |
Proppant Production | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 383.3 | 90 | 27.2 |
Adjusted EBITDA | 195.6 | 49.8 | 10.7 |
Depreciation, depletion and amortization | 68.1 | 14.2 | 8.9 |
Investment in property, plant & equipment | 40.9 | 52.5 | 1.4 |
Cash and cash equivalents | 17.7 | 2.9 | |
Total current assets | 181.2 | 33.9 | |
Property, plant, and equipment, net | 859.8 | 413.3 | |
Total assets | 1,160.1 | 477.1 | |
Current portion of long-term debt | 71.6 | 32.8 | |
Long-term debt | 328.2 | 44.3 | |
Total liabilities | 225.7 | 126.8 | |
Proppant Production | Reportable Segments | External Customers | Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 270.2 | 33.9 | 16.3 |
Proppant Production | Reportable Segments | Intercompany | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 113.1 | 56.1 | 10.9 |
Manufacturing | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 176.1 | 166.7 | 76.4 |
Adjusted EBITDA | 14.5 | 14.3 | 1.4 |
Depreciation, depletion and amortization | 4.2 | 4.7 | 3.8 |
Investment in property, plant & equipment | 3.3 | 5.5 | 3.2 |
Cash and cash equivalents | 0.4 | 4.5 | |
Total current assets | 164.7 | 99.5 | |
Property, plant, and equipment, net | 19.8 | 19.6 | |
Total assets | 243.9 | 140.3 | |
Current portion of long-term debt | 1 | ||
Long-term debt | 2.7 | 1.1 | |
Total liabilities | 201.5 | 108.1 | |
Manufacturing | Reportable Segments | External Customers | Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 19 | 13.1 | 7.9 |
Manufacturing | Reportable Segments | Intercompany | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 157.1 | 153.6 | $ 68.5 |
Other | Reportable Segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 193 | 111.8 | |
Adjusted EBITDA | (1.6) | (24.3) | |
Depreciation, depletion and amortization | 3.1 | 2 | |
Investment in property, plant & equipment | 1 | 0.4 | |
Cash and cash equivalents | 5.9 | 12.3 | |
Total current assets | 70.6 | 74 | |
Property, plant, and equipment, net | 17.8 | 19.9 | |
Total assets | 188.7 | 193.7 | |
Current portion of long-term debt | 7.6 | 15.2 | |
Long-term debt | 0.1 | 2.7 | |
Total liabilities | 55.5 | 102.2 | |
Other | Reportable Segments | External Customers | Product Sales | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 66.6 | 37.1 | |
Other | Reportable Segments | Intercompany | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 126.4 | $ 74.7 |
Business Segments - Summary o_2
Business Segments - Summary of Financial Information for Reportable Segments (Parenthetical) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total assets | $ 3,070.7 | $ 2,933.6 |
Proppant Production | ||
Segment Reporting Information [Line Items] | ||
Noncash revenue associated with acquired contract liabilities | 57.5 | 6.6 |
Stimulation Services | ||
Segment Reporting Information [Line Items] | ||
Intercompany supply commitment charge | 20.1 | |
Total assets | 23.4 | $ 53.6 |
Flotek | ||
Segment Reporting Information [Line Items] | ||
Revenue related to contract shortfalls | $ 20.1 |
Business Segments - Summary o_3
Business Segments - Summary of Reconciles Total Adjusted EBITDA to Net Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ 688.4 | $ 811.2 | $ 134.7 |
Interest expense, net | (154.9) | (59.5) | (25.8) |
Depreciation, depletion and amortization | (438.4) | (267.3) | (140.7) |
Income tax benefit (expense) | (1.2) | (9.1) | 0.2 |
Gain (loss) on disposal of assets, net | 1.7 | (2.1) | (9.8) |
(Loss) gain on extinguishment of debt | (33.5) | (17.6) | (0.5) |
Acquisition earnout adjustment | 6.6 | ||
Stock-based compensation | (10.1) | (8.1) | |
Stock-based compensation related to deemed contributions | (19.7) | (59.3) | |
Provision for credit losses, net of recoveries | (0.1) | (1.9) | 1.2 |
Loss on foreign currency transactions | (0.2) | ||
Reorganization costs | (2.1) | ||
Impairment of long-lived assets | (2.5) | ||
Severance charges | (1.1) | (0.5) | |
Acquisition and integration costs | (21.8) | (48.8) | |
Litigation expenses and accruals for legal contingencies | (34.1) | (11.3) | |
(Loss) gain on investments, net | (38.5) | 16.5 | |
Net (loss) income | (59.2) | 342.7 | (43.5) |
Stimulation Services Segment [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 479.9 | 771.4 | 122.6 |
Manufacturing Segment [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 14.5 | 14.3 | 1.4 |
Proppant Production Segment [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | 195.6 | 49.8 | $ 10.7 |
Other Segments [Member] | Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Adjusted EBITDA | $ (1.6) | $ (24.3) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jan. 13, 2023 | Feb. 04, 2022 | Sep. 30, 2023 | May 31, 2022 | Nov. 30, 2021 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||||
Rights agreement amount | $ 673 | ||||||
Consulting agreement, description | The consulting agreement had a term of one year | ||||||
Mr. Coy Randle | |||||||
Related Party Transaction [Line Items] | |||||||
Annual fee | $ 200 | ||||||
West Munger | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase consideration | $ 30,000 | ||||||
West Munger | Common Class A | IPO | |||||||
Related Party Transaction [Line Items] | |||||||
Purchase consideration | $ 30,000 | $ 30,000 | |||||
Issuance of shares, Shares | 2,114,273 | ||||||
Agreement With ProFrac LLC's | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of equipment | $ 8,700 | ||||||
THRC Holdings | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of shares, Shares | 50,000 | ||||||
Proceeds from issuance of Series A preferred stock | $ 50,000 | ||||||
THRC Holdings | West Munger | |||||||
Related Party Transaction [Line Items] | |||||||
Rights agreement amount | $ 8,100 | ||||||
Purchase consideration | $ 30,000 | ||||||
Flying A | |||||||
Related Party Transaction [Line Items] | |||||||
Proceeds from sale of equipment | $ 28,900 | ||||||
Purchase consideration | $ 36,300 |
Related Party Transactions - Su
Related Party Transactions - Summary of Revenue from Related Parties (Details) - Related Party [Member] - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Revenues | $ 7.4 | $ 4.2 | $ 3.9 |
Flying A | |||
Related Party Transaction [Line Items] | |||
Revenues | 6.7 | 3.4 | 2.7 |
Carbo | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 0.7 | $ 0.8 | 1 |
Wilks Brothers | |||
Related Party Transaction [Line Items] | |||
Revenues | 0.1 | ||
Interstate | |||
Related Party Transaction [Line Items] | |||
Revenues | $ 0.1 |
Related Party Transactions - _2
Related Party Transactions - Summary of Expenditures with Related Parties (Details) - Related Party - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Expenditures with related parties | $ 197.2 | $ 193.1 | $ 107.4 |
Automatize | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 134 | 110.8 | 80.5 |
FHE | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 3.3 | 14.3 | |
Wilks Brothers | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 19.2 | 17 | 15.5 |
Related Lessors | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 13.2 | 9.1 | 6.3 |
Wilks Construction | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 6.8 | 38.9 | |
Wilks Earthworks | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 9.1 | ||
Equify Financial | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 8.7 | 1 | 2.9 |
3 Twenty-Three | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 1.3 | 0.3 | 1 |
Carbo | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | $ 1.6 | 1.3 | 0.5 |
Cisco Logistics | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 0.5 | ||
Interstate | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | 0.1 | ||
Other | |||
Related Party Transaction [Line Items] | |||
Expenditures with related parties | $ 0.4 | $ 0.1 |
Related Party Transactions - _3
Related Party Transactions - Summary of Related Party Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 346.1 | $ 535.5 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 6.8 | 2.1 |
Flying A | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 5.9 | 1.5 |
Carbo | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | 0.5 | 0.1 |
Interstate | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 0.4 | 0.3 |
Other | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts receivable, net | $ 0.2 |
Related Party Transactions - _4
Related Party Transactions - Summary of Related Party Accounts Payable (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Accounts payable | $ 319 | $ 339.4 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 21.9 | 24 |
Automatize | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 11.6 | 8.8 |
Wilks Brothers | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 7.8 | 7.1 |
Wilks Construction | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 7.9 | |
Wilks Earthworks | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 1.1 | |
Related Lessors | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 0.1 | |
Equify | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | 0.3 | |
Carbo | Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable | $ 1 | $ 0.2 |