ProFrac Holding (NASDAQ: ACDC) Q2 2026 loss reaches $79.7M
ProFrac Holding Corp. reported second-quarter 2026 revenue of $498.1 million, compared with $501.9 million in the prior-year period, and an operating loss of $37.9 million. Net loss attributable to the company was $79.7 million, or $0.45 per Class A share.
For the first six months of 2026, revenue was $947.7 million and net loss attributable to ProFrac was $163.2 million, or $0.91 per share. Total assets were $2,507.9 million and total long-term debt, net, was $918.2 million, with stockholders’ equity of $645.6 million at June 30, 2026. Consolidated Adjusted EBITDA for the quarter was $69.4 million, including Stimulation Services with $39.3 million.
Net cash provided by operating activities for the first half of 2026 was $32.2 million. ProFrac amended its 2022 ABL Credit Facility in March 2026 and, after quarter-end, repaid all outstanding borrowings and terminated the facility in connection with entering a new revolving credit facility.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
Variable interest entity financial
Adjusted EBITDA financial
Tax receivable agreement liability financial
Paid-in-kind dividends financial
2029 Senior Notes financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number:
(Exact Name of Registrant as Specified in its Charter)
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Nasdaq Texas, LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of August 3, 2026 the registrant had
TABLE OF CONTENTS
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Page |
Cautionary Note Regarding Forward-Looking Statements |
3 |
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PART I |
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Item 1. |
Financial Statements (Unaudited) |
5 |
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Condensed Consolidated Balance Sheets |
5 |
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Condensed Consolidated Statements of Operations |
6 |
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Condensed Consolidated Statements of Comprehensive Income |
7 |
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Condensed Consolidated Statements of Changes in Equity |
8 |
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Condensed Consolidated Statements of Cash Flows |
10 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
11 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
26 |
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
33 |
Item 4. |
Controls and Procedures |
33 |
PART II |
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Item 1. |
Legal Proceedings |
34 |
Item 1A. |
Risk Factors |
34 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
34 |
Item 3. |
Defaults Upon Senior Securities |
34 |
Item 4. |
Mine Safety Disclosures |
34 |
Item 5. |
Other Information |
34 |
Item 6. |
Exhibits |
35 |
SIGNATURES |
36 |
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2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains certain “forward-looking statements” within the meaning of in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals, as well as our expectations with respect to:
These forward-looking statements may be accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “momentum,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “should,” “could,” “would,” “likely,” “future,” “budget,” “pursue,” “target,” “seek,” “objective,” or similar expressions that are predictions of or indicate future events or trends that do not relate to historical matters.
The forward-looking statements in this Quarterly Report speak only as of the date of this Quarterly Report, or such other date as specified herein. We disclaim any obligation to update these statements unless required by law, and we caution you not to place undue reliance on them. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:
3
These and other important factors that could affect our operating results and performance are described in (i) Item 1A “Risk Factors” and the applicable management’s discussion and analysis of financial condition and results of operations section of this report, (ii) our other reports and filings we make with the U.S. Securities and Exchange Commission from time to time, and (iii) other announcements we may make from time to time. Should one or more of the risks or uncertainties described in the foregoing documents or elsewhere in this report occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements, or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this report are expressly qualified in their entirety by the cautionary statements contained in this section.
These forward-looking statements speak only as of the date they were made. Except as required by law, we undertake no obligation to update, amend, or clarify any forward-looking statements because of new information, future events, or other factors. All forward-looking information involves risks and uncertainties that could cause actual results to differ materially from those expected or implied, including those described in Item 1A “Risk Factors” of our most recently filed Annual Report on Form 10-K (the “Annual Report”) and in our other filings with the SEC from time to time.
4
PART I
ITEM 1. FINANCIAL STATEMENTS
ProFrac Holding Corp.
Condensed Consolidated Balance Sheets
(in millions, except per share amounts or where otherwise noted)
(Unaudited)
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June 30, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents (includes VIE balances of $ |
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$ |
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$ |
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Accounts receivable, net (net of allowances for credit losses of $ |
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Accounts receivable — related party, net |
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Inventories (includes VIE balances of $ |
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Prepaid expenses and other current assets (includes VIE balances of $ |
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Total current assets |
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Property, plant, and equipment (net of accumulated depreciation of $ |
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Operating lease right-of-use assets, net |
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Goodwill |
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Intangible assets, net |
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Deferred tax assets (includes VIE balances of $ |
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Other assets (includes VIE balances of $ |
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Total assets |
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$ |
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$ |
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LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable (includes VIE balances of $ |
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$ |
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$ |
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Accounts payable — related party |
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Accrued expenses (includes VIE balances of $ |
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Current portion of long-term debt (includes VIE balances of $ |
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Current portion of long-term debt — related party |
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Current portion of operating lease liabilities (includes VIE balances of $ |
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Other current liabilities |
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Other current liabilities — related party |
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Total current liabilities |
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Long-term debt |
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Long-term debt — related party (includes VIE balances of $ |
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Operating lease liabilities (includes VIE balances of $ |
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Deferred tax liabilities |
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Tax receivable agreement liability |
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Other liabilities |
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Total liabilities |
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Commitments and contingencies (NOTE 10) |
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Mezzanine equity: |
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Series A redeemable convertible preferred stock, $ |
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Stockholders' equity: |
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Preferred stock, $ |
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— |
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— |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total stockholders' equity attributable to ProFrac Holding Corp. |
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Noncontrolling interests |
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Total stockholders' equity |
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Total liabilities, mezzanine equity, and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
ProFrac Holding Corp.
Condensed Consolidated Statements of Operations
(in millions, except per share amounts)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues: |
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Services |
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$ |
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$ |
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$ |
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$ |
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Product sales |
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Total revenues |
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Operating costs and expenses: |
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Cost of revenues, exclusive of depreciation, depletion and amortization |
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Selling, general, and administrative |
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Depreciation, depletion and amortization |
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Acquisition and integration costs |
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— |
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— |
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Other operating expense, net |
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Total operating costs and expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Other income (expense): |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Other expense, net |
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— |
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( |
) |
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— |
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( |
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Loss before income taxes |
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( |
) |
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( |
) |
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( |
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( |
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Income tax expense |
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( |
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( |
) |
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( |
) |
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( |
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Net loss |
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( |
) |
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( |
) |
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( |
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( |
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Less: net income attributable to noncontrolling interests |
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( |
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( |
) |
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( |
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( |
) |
Net loss attributable to ProFrac Holding Corp. |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
Net loss attributable to Class A common shareholders |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Loss per Class A common share (basic and diluted) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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$ |
( |
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Weighted average Class A common shares outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
ProFrac Holding Corp.
Condensed Consolidated Statements of Comprehensive Income
(in millions)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Net loss |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
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Other comprehensive income: |
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Foreign currency translation adjustments |
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— |
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— |
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— |
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Comprehensive loss |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Less: comprehensive (income) loss attributable to noncontrolling interest |
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( |
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( |
) |
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( |
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( |
) |
Comprehensive loss attributable to ProFrac Holding Corp. |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
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$ |
( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
ProFrac Holding Corp.
Condensed Consolidated Statements of Changes in Equity
(in millions)
(Unaudited)
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Class A Common Stock |
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Additional |
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Accumulated |
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Accumulated |
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Noncontrolling |
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Total Stockholders' |
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Shares |
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Amount |
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Capital |
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Deficit |
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Income |
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Interests |
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Equity |
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Balance, December 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Class A shares issued for vested stock awards |
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— |
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— |
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— |
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— |
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— |
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Change in Flotek noncontrolling interest |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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Subsidiary transactions with noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Adjustment of convertible preferred stock to redemption amount |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
) |
Deemed distribution |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Other |
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— |
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— |
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— |
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— |
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— |
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Balance, March 31, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Class A shares issued for vested stock awards |
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— |
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( |
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— |
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— |
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— |
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( |
) |
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Change in Flotek noncontrolling interest |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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Subsidiary transactions with noncontrolling interests |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Adjustment of convertible preferred stock to redemption amount |
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— |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
Shares issued to settle stock-based compensation liability |
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— |
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— |
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— |
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— |
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Other |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Balance, June 30, 2026 |
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|
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$ |
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$ |
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$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
ProFrac Holding Corp.
Condensed Consolidated Statements of Changes in Equity (continued)
(in millions)
(Unaudited)
|
|
Class A Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Noncontrolling |
|
|
Total Stockholders' |
|
||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Deficit |
|
|
Income |
|
|
Interests |
|
|
Equity |
|
|||||||
Balance, December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Class A shares issued for vested stock awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Cash settlement of vested stock awards |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Foreign currency translation adjustments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Purchase of noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Adjustment of convertible preferred stock to redemption amount |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Class A shares issued for vested stock awards |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Cash settlement of vested stock awards |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Change in Flotek noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Change in other noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Transfer of foreign currency translation of disposed subsidiary |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Adjustment of convertible preferred stock to redemption amount |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
9
ProFrac Holding Corp.
Condensed Consolidated Statements of Cash Flows
(in millions)
(Unaudited)
|
|
Six Months Ended June 30, |
|||||||
|
|
2026 |
|
|
2025 |
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
||
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
||
Amortization of acquired unfavorable contracts |
|
|
— |
|
|
|
( |
) |
|
Stock-based compensation |
|
|
|
|
|
|
|
||
Loss on disposal of assets, net |
|
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
|
||
Loss on investments, net |
|
|
— |
|
|
|
|
|
|
Provision for credit losses, net of recoveries |
|
|
— |
|
|
|
|
|
|
Deferred tax expense |
|
|
|
|
|
— |
|
|
|
Other non-cash items, net |
|
|
|
|
|
|
|
||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
|
Inventories |
|
|
( |
) |
|
|
|
|
|
Prepaid expenses and other assets |
|
|
( |
) |
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
|
||
Accrued expenses |
|
|
( |
) |
|
|
|
|
|
Other liabilities |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
|
||
Investment in property, plant & equipment |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from sale of assets |
|
|
|
|
|
|
|
||
Other |
|
|
— |
|
|
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
|
||
Proceeds from issuance of long-term debt |
|
|
|
|
|
|
|
||
Repayments of long-term debt |
|
|
( |
) |
|
|
( |
) |
|
Borrowings from revolving credit agreements |
|
|
|
|
|
|
|
||
Repayments of revolving credit agreements |
|
|
( |
) |
|
|
( |
) |
|
Payment of debt issuance costs |
|
|
( |
) |
|
|
( |
) |
|
Cash settlement of vested stock awards |
|
|
— |
|
|
|
( |
) |
|
Tax withholding related to net share settlement of noncontrolling interest equity awards |
|
|
( |
) |
|
|
— |
|
|
Payment of deferred financing costs |
|
|
( |
) |
|
|
— |
|
|
Other |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
||
Net increase in cash, cash equivalents, and restricted cash |
|
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash beginning of period |
|
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash end of period |
|
$ |
|
|
$ |
|
|
||
|
|
|
|
|
|
|
|
||
Non-cash investing and financing activities |
|
|
|
|
|
|
|
||
Capital expenditures included in accounts payable |
|
$ |
|
|
$ |
|
|
||
Operating lease liabilities incurred from obtaining right-of-use assets |
|
$ |
— |
|
|
$ |
|
|
|
Acquisition of equipment through settlement of accounts receivable — related party |
|
$ |
|
|
$ |
— |
|
|
|
Finance lease liabilities incurred from obtaining property, plant & equipment |
|
$ |
— |
|
|
$ |
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements
(Amounts in millions, except per share amounts, or where otherwise noted)
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
ProFrac Holding Corp. (“ProFrac Corp.”) and its consolidated subsidiaries, including ProFrac Holdings, LLC (“ProFrac LLC”), is a vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources.
ProFrac Corp. operates in four business segments: Stimulation Services, Proppant Production, Manufacturing and Flotek Industries, Inc. (“Flotek”). Our Stimulation Services segment owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our Proppant Production segment provides proppant to oilfield service providers and E&P companies. Our Manufacturing segment sells highly engineered, tight tolerance machined, assembled, and factory tested products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends. Flotek is a leading chemistry and data technology company focused on servicing the E&P industry.
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. Under Nasdaq rules and the Company’s Related Party Transactions Policy, our Audit Committee is responsible for reviewing all related party transactions. Under the policy, potential related party transactions are subject to approval by the Audit Committee in advance or, in certain circumstances, ratification by the Audit Committee, in each case if such transactions satisfy the terms and conditions set forth in the policy See "Note 13. Related Party Transactions" for further information.
Basis of Presentation
The unaudited condensed consolidated financial statements presented herein include the accounts of ProFrac Corp. and those of its subsidiaries that are wholly owned, controlled by it or a variable interest entity (“VIE”) where it is the primary beneficiary. Unless the context requires otherwise, the use of the terms "Company," "we," "us," "our" or "ours" in these notes to the unaudited condensed consolidated financial statements refer to ProFrac Corp., together with its consolidated subsidiaries.
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair statement of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in Item 8 "Financial Statements and Supplementary Data" of our Annual Report.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Variable Interest Entity
Through a contractual relationship, we have the power to appoint directors to the board of directors of Flotek. Because we have this power through a contract and not through our direct equity interest in Flotek, Flotek meets the definition of a variable interest entity. Furthermore, we are the primary beneficiary of the VIE due to our ability to appoint four of seven directors to Flotek’s board of directors. Accordingly, we have consolidated the operating results, assets and liabilities of Flotek. The assets of Flotek can only be used to settle its obligations and the creditors of Flotek have no recourse to our assets. Our exposure to Flotek is generally limited to the carrying value of our equity and variable interest. As of June 30, 2026 and December 31, 2025, we owned approximately
11
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
Concentration 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 such periods, these customer actions materially adversely affected our business, financial condition and results of operations.
Recently Adopted Accounting Standards
The Company has adopted FASB ASU No. 2025-05, Financial Instruments --Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, effective for the fiscal year ending December 31, 2026. This ASU provides a practical expedient for calculating current expected credit losses on accounts receivable and current contract assets. This practical expedient permits a reporting entity to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of the assets. The adoption of this ASU did not have a material effect on the Company's financial statements.
Recently Issued Standards Not Yet Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements. This ASU is effective prospectively or retrospectively for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on the Company's financial statements.
In April 2026, the FASB issued ASU No. 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, which requires that paid-in-kind (“PIK”) dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods within those annual reporting periods. The Company does not expect this ASU to have a material effect on the Company's financial statements.
2. SUPPLEMENTAL BALANCE SHEET INFORMATION
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 unaudited condensed consolidated balance sheets.
|
|
June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash included in prepaid expenses and other current assets |
|
|
|
|
|
— |
|
|
Total cash, cash equivalents, and restricted cash |
|
$ |
|
|
$ |
|
||
12
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
As of June 30, 2026, restricted cash consisted of cash used to support our casualty insurance and company credit card obligations.
Inventories
Inventories are comprised of the following:
|
|
June 30, |
|
|
December 31, |
|
||
Raw materials and supplies |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Finished products and parts |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Accrued Expenses
Accrued expenses are comprised of the following:
|
|
June 30, |
|
|
December 31, |
|
||
Employee compensation and benefits |
|
$ |
|
|
$ |
|
||
Sales, use, and property taxes |
|
|
|
|
|
|
||
Insurance |
|
|
|
|
|
|
||
Interest |
|
|
|
|
|
|
||
Income taxes |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses |
|
$ |
|
|
$ |
|
||
Other Current Liabilities
Other current liabilities are comprised of the following:
|
|
June 30, |
|
|
December 31, |
|
||
Accrued supply commitment charges |
|
$ |
|
|
$ |
|
||
Accrued legal contingencies |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Tax receivable agreement obligation |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total other current liabilities |
|
$ |
|
|
$ |
|
||
3. DISPOSITION
In June 2025, we disposed of our EKU Power Drives subsidiary in our Manufacturing Segment. We recorded a loss of $
13
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
4. DEBT
Debt is comprised of the following:
|
|
June 30, |
|
|
December 31, |
|
||
ProFrac Holding Corp.: |
|
|
|
|
|
|
||
2029 Senior Notes |
|
$ |
|
|
$ |
|
||
2022 ABL Credit Facility |
|
|
|
|
|
|
||
Equify Notes (1) |
|
|
|
|
|
|
||
Finance lease obligations |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
ProFrac Holding Corp. principal amount |
|
|
|
|
|
|
||
Less: unamortized debt discounts, premiums, and issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
ProFrac Holding Corp. long-term debt, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Alpine Subsidiary: |
|
|
|
|
|
|
||
Alpine 2023 Term Loan |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Finance lease obligations |
|
|
|
|
|
|
||
Alpine principal amount |
|
|
|
|
|
|
||
Less: unamortized debt discounts, premiums, and issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Alpine long-term debt, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Flotek Subsidiary: |
|
|
|
|
|
|
||
Flotek ABL credit facility |
|
|
|
|
|
|
||
Finance lease obligations |
|
|
|
|
|
|
||
Flotek PWRtek Note (1) |
|
|
|
|
|
|
||
Flotek principal amount |
|
|
|
|
|
|
||
Less: unamortized debt discounts, premiums, and issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Flotek long-term debt, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Other Subsidiaries: |
|
|
|
|
|
|
||
Revolving credit facility |
|
|
|
|
|
|
||
Finance lease obligations |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Other subsidiaries principal amount |
|
|
|
|
|
|
||
Less: unamortized debt discounts, premiums, and issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Other subsidiaries long-term debt, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Consolidated: |
|
|
|
|
|
|
||
Total principal amount |
|
|
|
|
|
|
||
Less: unamortized debt discounts, premiums, and issuance costs |
|
|
( |
) |
|
|
( |
) |
Less: current portion of long-term debt |
|
|
( |
) |
|
|
( |
) |
Total long-term debt, net |
|
$ |
|
|
$ |
|
||
14
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
Senior Secured Notes Due 2029
In January 2026, ProFrac Holdings II, LLC issued an additional $
2022 ABL Credit Facility
On March 3, 2026, we entered into an amendment to the 2022 ABL Credit Facility pursuant to which, among other changes, (a) the maximum availability under the facility was reduced to $
As of June 30, 2026, the maximum availability under the ABL Credit Facility was limited to our eligible borrowing base of $
On
Debt Compliance
Both the 2029 Senior Notes and the ABL Credit Facility contain certain customary representations and warranties and affirmative and negative covenants. As of June 30, 2026, we were in compliance with these covenants and expect to be compliant for at least the next twelve months.
The Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2028, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of
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 12. Business Segments” for certain financial information for Alpine, which comprises our Proppant Production segment.
5. EQUITY
Preferred Stock
In September 2023, we issued and sold
15
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
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 $
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
The Preferred Stock holders 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 $
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
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 mezzanine equity on our unaudited condensed consolidated balance sheets and have measured its carrying value at its maximum redemption value with a corresponding charge to retained earnings.
6. REVENUE FROM CONTRACTS WITH CUSTOMERS
We believe that disaggregating our revenue by reportable segment in "Note 12. Business Segments" provides the information necessary to understand the nature, amount, timing and uncertainty of our revenues and cash flows.
Contract Balances with Customers
Our contract assets are classified as accounts receivable in our unaudited condensed consolidated balance sheets. Accounts receivable consist of invoiced amounts or amounts for which we have a right to invoice based on services completed or products delivered.
Our current and non-current contract liabilities are classified as other current liabilities and other liabilities, respectively, in our unaudited condensed consolidated balance sheets. Our contract liabilities consist of deferred revenues from advance consideration received from customers related to future performance of service or delivery of products and off-market contract liabilities from unfavorable contracts recognized in connection with our business acquisitions in the Proppant Production segment.
In the accounting for prior business combinations, we recorded off-market contract liabilities. During the three and six months ended June 30, 2025 we recorded amortization of $
Performance Obligations
Certain of our Proppant Production contracts contain multiple performance obligations to provide a minimum quantity of proppant products to our customers in future periods. For these contracts, the transaction price is allocated to each performance obligation at estimated selling prices and we recognize revenue as we satisfy these performance obligations. As of June 30, 2026, the aggregate amount of transaction price allocated to unsatisfied performance obligations was $
16
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
We have elected the practical expedient permitting the exclusion of disclosing the value of unsatisfied performance obligations for Stimulation Services and Manufacturing contracts as these contracts have original contract terms of one year or less or we have the right to invoice for services performed.
7. OTHER OPERATING EXPENSE, NET
Other operating expense, net is comprised of the following:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Litigation expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Provision for credit losses, net of recoveries |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Field restructuring costs |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Transaction costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease termination |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Severance charges |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Loss on disposal of assets, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Litigation expenses generally represent legal and professional fees incurred in litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In the periods presented, these costs primarily represent litigation costs incurred in connection with certain patent infringement lawsuits.
Field restructuring costs in 2026 relate to the closure of a stimulation services field operations location in Vernal, UT.
The provision for credit losses for the three and six months ended June 30, 2025 primarily related to a revised estimate of the payments to be received from an insolvent customer.
Transaction costs represent legal and professional fees incurred for strategic initiatives.
Severance charges relate to the departure of certain highly compensated employees.
(Gain) loss on disposal of assets, net consists of gains and losses on the sale of excess property, early equipment disposals and other asset dispositions.
8. INCOME TAXES
We record income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets and changes to actual or forecasted permanent book to tax differences. Our effective tax rate for the six months ended June 30, 2026 was negative
For the six months ended June 30, 2026, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.
For the six months ended June 30, 2025, our income tax provision included a discrete expense of approximately $
Because Flotek is not part of our consolidated group for income tax purposes, we do not offset Flotek’s net deferred tax assets from the Company’s net deferred tax liabilities in our unaudited condensed consolidated balance sheets.
17
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
9. EARNINGS PER SHARE
The calculation of earnings per share (“EPS”) for our Class A common stock is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to ProFrac Holding Corp. |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Adjust Series A redeemable convertible preferred stock to its maximum redemption value |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) used for basic and diluted earnings per Class A common share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average Class A common shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive potential of restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Weighted average Class A common shares — diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted earnings per Class A common share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Antidilutive shares: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock equivalents related to Preferred Stock |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units which are antidilutive due to net loss position |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total antidilutive shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The dilutive potential of restricted stock awards is calculated using the treasury stock method. The dilutive potential of our Preferred Stock is calculated using the if-converted method.
10. COMMITMENTS AND CONTINGENCIES
Purchase Commitments
As of June 30, 2026, we had purchase commitments of $
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 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.
18
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
11. FAIR VALUE MEASUREMENTS
Recurring Measurements
The Company had
The following is a reconciliation of our recurring Level 3 fair value measurements for the periods presented:
|
|
Three Months Ended |
|
|
Six Months Ended |
||||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
||||
Net asset (liability) balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|||
Change in fair value of Level 3 fair value measurements |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Munger liability settled in cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net asset (liability) balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
||||
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, also approximated its carrying value.
12. BUSINESS SEGMENTS
The Company's segments are determined as those operations whose results are reviewed regularly by the chief operating decision maker (“CODM”), who is our Executive Chairman, in deciding how to allocate resources and assess performance. Our CODM manages our business segments primarily by the type of product or services provided. We have
We account for intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices.
19
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
Summarized financial information for our reportable segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Stimulation Services |
|
|
Proppant Production |
|
|
Manufacturing |
|
|
Flotek |
|
|
Other |
|
|
Eliminations |
|
|
Total |
|
|||||||
Three Months Ended June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
External customers — services |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
External customers — product sales (1) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intercompany (2) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Cost of revenues, exclusive of depreciation, depletion, and amortization (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Selling, general and administrative, excluding stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Other income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Investment in property, plant & equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Three Months Ended June 30, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
External customers — services |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
External customers — product sales (1) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intercompany (2) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Cost of revenues, exclusive of depreciation, depletion, and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Selling, general and administrative, excluding stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Other income |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Adjusted EBITDA (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||||
Investment in property, plant & equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||||
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Property, plant, and equipment, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Current portion of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
20
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
|
|
Stimulation Services |
|
|
Proppant Production |
|
|
Manufacturing |
|
|
Flotek |
|
|
Other |
|
|
Eliminations |
|
|
Total |
|
|||||||
Six Months Ended June 30, 2026: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
External customers — services |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
External customers — product sales (1) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Intercompany (2) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Cost of revenues, exclusive of depreciation, depletion, and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Selling, general and administrative, excluding stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Other expense (income) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Adjusted EBITDA (3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Investment in property, plant & equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Six Months Ended June 30, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
External customers — services |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
External customers — product sales (1) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||||
Intercompany (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|||||
Total Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||||
Cost of revenues, exclusive of depreciation, depletion, and amortization (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Selling, general and administrative, excluding stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Other expense (income) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Depreciation, depletion and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
$ |
|
|||||
Investment in property, plant & equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|||||
Total current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Property, plant, and equipment, net (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Current portion of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
21
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
The following table reconciles consolidated Adjusted EBITDA to net income (loss):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Adjusted EBITDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation, depletion and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss on disposal of assets, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Provision for credit losses, net of recoveries |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation (1) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Field restructuring costs |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Lease termination |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Transaction costs |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Severance charges |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Acquisition and integration costs |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Litigation expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Loss on investments, net |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
13. 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. For the three and six months ended June 30, 2026 and 2025, the Company had related party transactions with the following related party entities:
22
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
The following table summarizes revenue from related parties:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Flying A |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
23
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
The following table summarizes expenditures with related parties. The amounts for Logistix IQ for the three and six months ended June 30, 2025 have been revised from amounts previously reported. This revision had no other effect on our previously issued unaudited condensed consolidated financial statements for these periods.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Logistix IQ |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Flying A |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wilks Brothers |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related Lessors |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wilks Construction |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Wilks Earthworks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equify Financial |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Carbo |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table summarizes accounts receivable–related party:
|
|
June 30, |
|
|
December 31, |
|
||
Flying A |
|
$ |
|
|
$ |
|
||
Wilks Construction |
|
|
|
|
|
|
||
Interstate |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The following table summarizes accounts payable–related party:
|
|
June 30, |
|
|
December 31, |
|
||
Logistix IQ |
|
$ |
|
|
$ |
|
||
Wilks Brothers (1) |
|
|
|
|
|
|
||
Wilks Earthworks |
|
|
|
|
|
|
||
Related Lessors |
|
|
|
|
|
|
||
Equify Financial |
|
|
|
|
|
— |
|
|
Flying A |
|
|
|
|
|
|
||
Carbo |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
In June 2023 and January 2024, we arranged to sell certain surplus equipment and inventory components and to assign certain pre-orders for equipment to Flying A, at prices which are consistent with fair market value, for a total consideration of $
In March 2026, we purchased certain hydraulic fracturing equipment from MG Bryan for total consideration of $
24
ProFrac Holding Corp.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
(Amounts in millions, except per share amounts, or where otherwise noted)
14. SUBSEQUENT EVENTS
2026 ABL Credit Facility
On July 1, 2026, 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 (the “2026 ABL Credit Facility”), with a group of lenders with Eclipse Business Capital LLC as administrative agent, collateral agent, and swingline lender.
The 2026 ABL Credit Facility provides for a maximum availability of $
Borrowings under the 2026 ABL Credit Facility accrue interest at either a SOFR rate (subject to a
If the amount available under the credit facility is less than the lesser of
The 2026 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 2026 ABL Credit Facility.
2022 ABL Credit Facility
On July 1, 2026, we repaid in full all outstanding obligations under, and terminated, the 2022 ABL Credit Facility. Upon such repayment and termination, all commitments under the 2022 ABL Credit Facility were terminated and all liens securing the obligations thereunder were released.
25
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included in this Quarterly Report, as well as our Annual Report.
Overview
We are a vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, other completion services and other complementary products and services to leading upstream oil and natural gas companies engaged in the exploration and production (“E&P”) of North American unconventional oil and natural gas resources.
We operate in four reportable business segments: Stimulation Services, Proppant Production, Manufacturing and Flotek. Our Stimulation Services segment, which primarily relates to ProFrac LLC, owns and operates a fleet of mobile hydraulic fracturing units and other auxiliary equipment that generates revenue by providing stimulation services to our customers. Our Proppant Production segment, which primarily relates to Alpine, provides proppant to oilfield service providers and E&P companies. Our Manufacturing segment sells products such as high horsepower pumps, valves, piping, swivels, large-bore manifold systems, and fluid ends. Flotek is a leading chemistry and data technology company focused on servicing the E&P industry.
Summary Financial Results
2026 Developments
In January 2026, ProFrac Holdings II, LLC issued an additional $25.0 million aggregate principal amount of its 2029 Senior Notes at par to Beal Bank USA in a private placement to fund capital expenditures with any remaining proceeds used for general corporate purposes. These notes were issued as additional notes pursuant to the original indenture as amended. These new notes and the notes previously issued under the indenture are treated as a single series of securities under the indenture and the new notes have substantially identical terms, other than the issue date, issue price and first payment date, as the existing notes and are secured by a security interest in the same collateral.
On March 3, 2026, we entered into an amendment to the 2022 ABL Credit Facility pursuant to which, among other changes, (a) the maximum availability under the facility was reduced to $275.0 million, (b) the scheduled maturity date of the facility was extended six months to September 3, 2027, (c) the applicable margin for SOFR rate loans was revised to range from 1.75% to 2.25%, subject to step-ups of 0.25% at three month intervals following the amendment effective date, up to a range from 3.00% to 3.50%, (d) the unused line fee was revised to 0.375% at all times, (e) certain negative covenant exceptions were curtailed or removed and (f) the $15.0 million minimum liquidity covenant was replaced with a $45.0 million minimum availability covenant.
On July 1, 2026, we entered into a new credit agreement with Eclipse Business Capital LLC, as agent, collateral agent, swingline lender, lead arranger and bookrunner, providing for a $300 million asset-based revolving credit facility, which refinanced and replaced our 2022 ABL Credit Facility. See “Note 14. Subsequent Events” in the notes to our unaudited condensed consolidated financial statements for more information regarding our new revolving credit facility.
26
On August 6, 2026, the Company announced that Ladd Wilks has resigned as Chief Executive Officer of the Company, effective Friday, August 7, 2026. He will continue to serve the Company as a newly appointed member of the Board of Directors, replacing Mr. Sergei Krylov. The Company also announced that Matt Wilks has been named Chief Executive Officer of the Company, effective August 7, 2026. He will continue to serve as Executive Chairman. Mr. Krylov’s resignation is not the result of any disagreement with the Company on any matter.
Recent Trends and Outlook
Our business depends on the willingness of E&P companies to make expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of E&P companies to undertake these activities is predominantly influenced by current and expected future prices for oil and natural gas. Adverse weather impacted our results early in the first quarter of 2026. In the second quarter of 2026, oil commodity prices were higher than their average in the first quarter of 2026 with increased volatility.
We currently expect increased pricing for our Stimulation Services business in the third quarter of 2026, compared to the second quarter of 2026. We have observed increased customer demand for hydraulic fracturing equipment that can operate with fuel other than diesel as well as a reduced supply of this equipment due to industry attrition. While we have limited visibility for future demand for our products and services, we are encouraged by current market dynamics and increasing customer engagement around 2027 planning.
In the second half of 2025, we implemented initiatives to enhance the resiliency of the platform resulting in lower cash operating expenses and capital expenditures. We remain focused on financial and operational discipline and optimizing our asset base.
We actively monitor the effects of inflation and tariffs on our business; however, the potential effects of inflation and tariffs on our business remain uncertain at this time.
Results of Operations
Revenues
Revenues by reportable segment are as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stimulation services |
|
$ |
429.5 |
|
|
$ |
432.0 |
|
|
$ |
836.5 |
|
|
$ |
956.5 |
|
Proppant production |
|
|
121.3 |
|
|
|
77.5 |
|
|
|
240.9 |
|
|
|
144.8 |
|
Manufacturing |
|
|
47.8 |
|
|
|
55.8 |
|
|
|
96.2 |
|
|
|
121.6 |
|
Flotek |
|
|
101.8 |
|
|
|
59.8 |
|
|
|
174.1 |
|
|
|
116.6 |
|
Other |
|
|
3.6 |
|
|
|
5.2 |
|
|
|
6.5 |
|
|
|
10.6 |
|
Eliminations |
|
|
(205.9 |
) |
|
|
(128.4 |
) |
|
|
(406.5 |
) |
|
|
(247.9 |
) |
Total revenues |
|
$ |
498.1 |
|
|
$ |
501.9 |
|
|
$ |
947.7 |
|
|
$ |
1,102.2 |
|
Stimulation Services. Stimulation Services revenues for the three and six months ended June 30, 2026 decreased $2.5 million and $120.0 million, or 1% and 13%, respectively, from the same periods in 2025. The decreases were primarily due to decreases in average active fleets and lower average pricing for our services in 2026 compared to the same periods in 2025. The decreases were also due to cold weather related work disruptions in January 2026. These decreases were partially offset by an increase in jobs where we supplied proppant and chemistry.
Proppant Production. Proppant Production revenues for the three and six months ended June 30, 2026 increased $43.8 million and $96.1 million, or 57% and 66%, respectively, from the same periods in 2025. The increase was primarily due to higher average pricing for our proppant in 2026 compared to the same periods last year, which was due to a shift in intercompany sales mix from mine-gate pricing to wellsite pricing that began in the second quarter of 2025.
27
Additionally, revenue recognized for the amortization of acquired off-market contracts for the three and six months ended June 30, 2026 was zero, compared to $1.9 million and $7.6 million in the same periods in 2025. Refer to Item 8 "Financial Statements and Supplementary Data" in our Annual Report for information about our acquired contract liabilities. During the three and six months ended June 30, 2026, approximately 87% and 88%, respectively, of the Proppant Production segment's revenues were intercompany, compared with 58% and 48% in the same periods in 2025.
Manufacturing. Manufacturing revenues for the three and six months ended June 30, 2026 decreased by $8.0 million and $25.4 million, or 14% and 21% respectively from the same periods in 2025. The decrease was due to decreased intercompany demand for manufacturing products. During the three and six months ended June 30, 2026, approximately 82% and 84%, respectively, of the Manufacturing segment's revenues were intercompany, compared with 78% and 83% in the same periods in 2025.
Flotek. Flotek revenues for the three and six months ended June 30, 2026 increased by $42.0 million and $57.5 million, or 70% and 49%, from the same periods in 2025. The increase was primarily due to increased volume of intercompany sales to the Stimulation Services segment and increased sales to external customers. Flotek recorded contract shortfall revenue for the three and six months ended June 30, 2026 of $1.2 and $3.9, compared to $7.7 million and $15.2 million in the same periods in 2025, related to contract shortfalls with the Stimulation Services segment. During the three and six months ended June 30, 2026, approximately 58% and 65% of Flotek revenues were intercompany, compared with 58% and 58% in the same periods in 2025.
Other. Other revenues for the three and six months ended June 30, 2026 decreased by $1.6 million and $4.1 million from the same periods in 2025. The decrease was due to lower intercompany sales for Livewire. During the three and six months ended June 30, 2026, approximately 100% and 100%, respectively, of other revenues were intercompany, compared with 100% and 99% in the same periods in 2025.
Cost of Revenues
Cost of revenues by reportable segment is as follows:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of revenues, exclusive of depreciation, depletion, and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stimulation services |
|
$ |
365.7 |
|
|
$ |
350.2 |
|
|
$ |
715.0 |
|
|
$ |
738.0 |
|
Proppant production |
|
|
109.8 |
|
|
|
57.6 |
|
|
|
218.3 |
|
|
|
100.8 |
|
Manufacturing |
|
|
38.6 |
|
|
|
43.6 |
|
|
|
76.7 |
|
|
|
98.9 |
|
Flotek |
|
|
74.9 |
|
|
|
43.6 |
|
|
|
128.5 |
|
|
|
86.1 |
|
Other |
|
|
3.2 |
|
|
|
5.1 |
|
|
|
6.2 |
|
|
|
10.1 |
|
Eliminations |
|
|
(204.1 |
) |
|
|
(125.4 |
) |
|
|
(402.2 |
) |
|
|
(239.8 |
) |
Total cost of revenues, exclusive of depreciation, depletion, and amortization |
|
$ |
388.1 |
|
|
$ |
374.7 |
|
|
$ |
742.5 |
|
|
$ |
794.1 |
|
Stimulation Services. Stimulation Services cost of revenues for the three and six months ended June 30, 2026 increased by $15.5 million and decreased $23.0 million, or 4% and 3%, respectively, from the same periods in 2025. These changes were due to a decrease in average active fleets in 2026 compared to the same periods last year. These decreases were offset by an increase in jobs where we supplied proppant and chemistry. Cost of revenues for this segment included intercompany supply commitment charges of $1.2 million and $7.7 million for the three months ended June 30, 2026 and 2025, respectively, and $3.9 million and $15.2 million for the six months ended June 30, 2026 and 2025, respectively, because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.
Proppant Production. Proppant Production cost of revenues for the three and six months ended June 30, 2026 increased by $52.2 million and $117.5 million, or 91% and 117%, respectively, from the same periods in 2025. These increases were primarily due to increased costs to support the shift in intercompany sales mix from mine-gate pricing to wellsite pricing, which began in the second quarter of 2025. Additionally, costs of revenues also increased due to a mix shift towards brokered volumes in 2026.
28
Manufacturing. Manufacturing cost of revenues for the three and six months ended June 30, 2026 decreased by $5.0 million and $22.2 million, or 11% and 22%, respectively, from the same periods in 2025. These decreases were due to decreased volumes of products sold to intercompany customers in 2026.
Flotek.. Flotek cost of revenues for the three and six months ended June 30, 2026 increased by $31.3 million and $42.4 million, or 72% and 49%, respectively, from the same periods in 2025. These increases were primarily due to increased volumes of intercompany sales and sales to external customers.
Other. Other cost of revenues for the three and six months ended June 30, 2026 decreased by $1.9 million and $3.9 million, or 37% and 39%, respectively, from the same periods in 2025. The decrease was due to lower intercompany sales for Livewire.
Selling, General and Administrative
Selling, general and administrative expenses are comprised of the following:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Selling, general and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling, general and administrative, excluding stock-based compensation |
|
$ |
40.6 |
|
|
$ |
49.4 |
|
|
$ |
81.8 |
|
|
$ |
101.9 |
|
Stock-based compensation |
|
|
3.1 |
|
|
|
2.0 |
|
|
|
5.5 |
|
|
|
3.1 |
|
Total selling, general and administrative |
|
$ |
43.7 |
|
|
$ |
51.4 |
|
|
$ |
87.3 |
|
|
$ |
105.0 |
|
Selling, general and administrative expenses for the three and six months ended June 30, 2026 decreased by $7.7 million and $17.7 million, or 15% and 17%, respectively, from the same periods in 2025. These decreases were primarily due to lower labor and non-labor costs resulting from cost control measures.
Depreciation, Depletion, and Amortization
Depreciation, depletion, and amortization for the three and six months ended June 30, 2026 decreased by $7.7 million and $16.6 million, respectively, from the same periods in 2025 due to certain assets becoming fully depreciated.
Other Operating Expense, Net
The following table summarizes our other operating expenses, net:
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Litigation expenses |
|
$ |
1.0 |
|
|
$ |
2.8 |
|
|
$ |
3.4 |
|
|
$ |
4.4 |
|
Provision for credit losses, net of recoveries |
|
|
— |
|
|
|
12.8 |
|
|
|
— |
|
|
|
12.8 |
|
Field restructuring costs |
|
|
1.6 |
|
|
|
— |
|
|
|
1.6 |
|
|
|
— |
|
Transaction costs |
|
|
0.1 |
|
|
|
7.0 |
|
|
|
0.4 |
|
|
|
7.2 |
|
Lease termination |
|
|
— |
|
|
|
0.8 |
|
|
|
0.2 |
|
|
|
0.8 |
|
Severance charges |
|
|
— |
|
|
|
0.4 |
|
|
|
— |
|
|
|
0.4 |
|
Loss on disposal of assets, net |
|
|
4.5 |
|
|
|
5.2 |
|
|
|
2.5 |
|
|
|
8.6 |
|
Total |
|
$ |
7.2 |
|
|
$ |
29.0 |
|
|
$ |
8.1 |
|
|
$ |
34.2 |
|
Litigation expenses generally represent legal and professional fees incurred in litigation as well as estimates for loss contingencies with regards to certain vendor disputes and litigation matters. In the periods presented, these costs primarily represent litigation costs incurred in connection with certain patent infringement lawsuits.
Field restructuring costs in 2026 relate to the closure of a stimulation services field operations location in Vernal, UT.
29
The provision for credit losses for the three and six months ended June 30, 2025 primarily related to a revised estimate of the payments to be received from an insolvent customer.
Transaction costs represent legal and professional fees incurred for strategic initiatives.
Severance charges relate to the departure of certain highly compensated employees.
(Gain) loss on disposal of assets, net consists of gains and losses on the sale of excess property, early equipment disposals and other asset dispositions.
Interest Expense, Net
Interest expense, net of interest income, for the three and six months ended June 30, 2026 was $33.2 million and $66.0 million, respectively, compared to $35.1 million and $71.0 million in the same periods in 2025. These decreases were due to lower average outstanding debt balances and interest rates in 2026.
Other Expense, Net
For the three and six months ended June 30, 2025, we recognized other expense, net of $9.7 million and $4.9 million, respectively. These amounts were primarily due to a $10.5 million loss on disposal of EKU Power Drives in the second quarter of 2025, which was partially offset by a decrease in the fair value of our Munger make-whole provision in the first quarter of 2025.
Income Taxes
Income taxes expense was $5.2 million and $4.7 million for the six months ended June 30, 2026 and 2025, respectively. Our effective tax rate for the six months ended June 30, 2026 was negative 3.5%, compared with negative 4.0% in the same period in 2025.
For the six months ended June 30, 2026, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.
For the six months ended June 30, 2025, our income tax provision included a discrete expense of approximately $4 million related to a book-tax difference on the sale of certain gas conditioning equipment to Flotek. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.
Liquidity and Capital Resources
Sources of Liquidity
Historically, our primary sources of liquidity are cash flows from operations and availability under our revolving credit facility. In the three months ended March 31, 2026, we issued $25.0 million of 2029 Senior Notes. While Flotek is included in our unaudited condensed consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See "Note 1. Organization and Description of Business" in the notes to our unaudited condensed consolidated financial statements for discussion of our ownership of Flotek.
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 have limited ability to provide Alpine with liquidity to satisfy its obligations. Refer to our Annual Report and "Note 4. Debt" in the notes to our unaudited condensed consolidated financial statements for more information regarding the Alpine 2023 Term Loan.
At June 30, 2026, we had $14.4 million of cash and cash equivalents, excluding Flotek, and $57.6 million available for borrowings under our previous revolving credit facility, which resulted in a total liquidity position of $72.0 million. On July 1, 2026, we entered into a new revolving credit facility. See “Note 14. Subsequent Events” in the notes to our unaudited condensed consolidated financial statements for more information regarding our new revolving credit facility. At July 1, 2026, we had $70.6 million available for borrowings under our new revolving credit facility.
30
We believe that our cash and cash equivalents, cash provided by operations, and the availability under our new revolving credit facility will be sufficient to fund our capital expenditures, satisfy our obligations, and remain in compliance with our existing debt covenants for at least the next 12 months. The market for our services is cyclical and if our customers unexpectedly reduce activity levels or the pricing of our products and services unexpectedly declines, we may need to take action to improve our liquidity, which may include selling assets or seeking additional sources of capital. There can be no assurance that any such additional liquidity enhancements will be available, or if available, that they will be on terms acceptable to us or our stakeholders. In addition, Alpine is closely monitoring its forthcoming debt covenant compliance obligation that commences in the fiscal quarter ending March 31, 2028. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. See “Note 4. Debt” in the notes to our unaudited condensed consolidated financial statements for more information about this forthcoming debt covenant.
Cash Flows
Cash flows provided by (used in) each type of activity were as follows:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash provided by (used in): |
|
|
|
|
|
|
||
Operating activities |
|
$ |
32.2 |
|
|
$ |
135.4 |
|
Investing activities |
|
|
(65.3 |
) |
|
|
(94.2 |
) |
Financing activities |
|
|
51.1 |
|
|
|
(30.0 |
) |
Net change in cash, cash equivalents, and restricted cash |
|
$ |
18.0 |
|
|
$ |
11.2 |
|
Operating Activities. Net cash provided by operating activities was $32.2 million and $135.4 million for the six months ended June 30, 2026 and 2025, respectively. Cash flows from operating activities consist of net income or loss adjusted for non-cash items and changes in net working capital. Net income or loss adjusted for non-cash items for the six months ended June 30, 2026 resulted in a cash increase of $54.9 million compared with a cash increase of $116.8 million in the same period of 2025. This change was primarily due to lower earnings in 2026. Changes in net working capital for the six months ended June 30, 2026 resulted in a cash decrease of $22.7 million compared with a cash increase of $18.6 million in the same period in 2025.
Investing Activities. Net cash used in investing activities was $65.3 million and $94.2 million for the six months ended June 30, 2026 and 2025, respectively. This change was primarily due to decreased capital expenditures in 2026.
Financing Activities. Net cash provided by financing activities was $51.1 million for the six months ended June 30, 2026, compared with cash used by financing activities of $30.0 million for the same period in 2025. This change was primarily due to increased net borrowings in 2026.
Cash Requirements
Our material cash requirements have consisted of, and we anticipate will continue to consist of the following:
Debt Service Obligations
As of June 30, 2026 we have $1,102.4 million in aggregate principal amount of long-term debt outstanding, with $165.3 million coming due over the next twelve months. For additional information about our long-term debt, see "Note 4. Debt" in the notes to our unaudited condensed consolidated financial statements and Item 8 "Financial Statements and Supplementary Data" in our Annual Report.
31
Both the 2029 Senior Notes and our revolving credit facility contain certain customary representations and warranties and affirmative and negative covenants. As of June 30, 2026, we were in compliance with these covenants and expect to be compliant for at least the next twelve months.
The Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2028, requiring Alpine 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 Alpine's adjusted EBITDA. Alpine is closely monitoring its forthcoming compliance obligations with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.
Capital Expenditures
The nature of our capital expenditures consists of a base level of investment required to support our current operations and amounts related to growth and company initiatives.
During the six months ended June 30, 2026 our capital expenditures were $72.4 million, consisting of maintenance capital expenditures for our hydraulic fracturing fleet, upgrades to legacy pumps, expenditures to maintain efficient operations at our sand mines, and investments in next generation technology.
For the full year of 2026, we estimate capital expenditures will range from $100 million to $120 million in maintenance related expenditures and an additional $55 million to $65 million for growth initiatives. Growth initiatives in 2026 relate to upgrades to our hydraulic fracturing fleet, investments in next generation technology and sand mine improvements.
We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including our liquidity position, customer demand for fleets, and expected industry activity levels.
Purchase Commitments
As of June 30, 2026, we had purchase commitments of $0.9 million in 2026, $1.6 million in 2027, $1.6 million in 2028, and $0.3 million in 2029.
Tax Receivable Agreement
As of June 30, 2026 we have $86.7 million of estimated tax receivable agreement obligations, with an estimated $4.7 million coming due over the next twelve months. This obligation will generally be paid under the tax receivable agreement as the Company realizes actual cash tax savings from the tax benefits covered by the tax receivable agreement in future tax years. We do not expect a significant increase in the estimate of this liability in future periods. For additional information about our tax receivable agreement, please see Item 8 "Financial Statements and Supplementary Data" in our Annual Report.
Acquisitions of Strategic Businesses
Our growth strategy includes potential acquisitions and other strategic transactions. From time to time we enter into non-binding letters of intent as well as binding agreements to make investments or acquisitions. These arrangements may provide for purchase consideration including cash, notes payable by us, equity or some combination, the use of which could impact our liquidity needs. These letters of intent typically are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant business and legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance any cash payment at closing, and approval of our board of directors. Any binding agreements we may enter typically include customary closing conditions. We cannot guarantee that any such actual or potential transaction will be completed on acceptable terms, if at all.
We have historically funded our acquisitions through issuances of our equity securities, borrowings under our credit agreements, and issuance of debt securities. For any future acquisitions, we may utilize borrowings under our revolving credit facility and various financing sources available to us, including the issuance of equity or debt securities through public offerings or private placements, to fund these acquisitions. Our ability to complete future offerings of equity or debt securities and the timing and terms of these offerings will depend on various factors including prevailing market conditions and our financial condition.
32
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At June 30, 2026, we held no derivative instruments that materially increased our exposure to market risks for interest rates, foreign currency rates, commodity prices or other market price risks. We are subject to interest rate risk on our variable-rate debt. A 1% increase in interest rates on our variable-rate debt as of June 30, 2026, would increase the annual interest payments for this debt by approximately $10.2 million.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
In accordance with Exchange Act Rule 13a-15, we carried out an evaluation, under the supervision and with the participation of management, including our Executive Chairman (our principal executive officer) and our Chief Financial Officer (our principal financial officer), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Executive Chairman and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Executive Chairman and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Limitations on Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
33
PART II
ITEM 1. LEGAL PROCEEDINGS
Please refer to the information in "Note 10. Commitments and Contingencies" included in the notes to unaudited condensed consolidated financial statements contained herein.
ITEM 1A. RISK FACTORS
There have been no material changes in the significant risk factors that may affect our business, results of operations or liquidity as described in Item 1A "Risk Factors" in our Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company had no sales of unregistered equity securities during the period covered by this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95 to this Quarterly Report.
ITEM 5. OTHER INFORMATION
Securities Trading Plans
During the three months ended June 30, 2026, none of our directors or executive officers
34
ITEM 6. EXHIBITS
The exhibits required to be filed or furnished by Item 601 of Regulation S-K are listed below.
Exhibit Number |
|
Description |
3.1 |
|
Second Amended and Restated Certificate of Incorporation of ProFrac Holding Corp. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 28, 2023). |
3.2 |
|
Amended and Restated Bylaws of ProFrac Holding Corp., effective as of May 17, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 18, 2022). |
3.3 |
|
Certificate of Designation of Series A Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 2, 2023). |
4.1 |
|
Seventh Supplemental Indenture, dated as of July 1, 2026, by and among ProFrac Holdings II, LLC, a Texas limited liability company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, calculation agent and collateral agent (incorporated by reference to Exhibit 4.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on July 6, 2026). |
10.1 |
|
Credit Agreement, dated as of July 1, 2026, by and among ProFrac Holdings II, LLC, a Texas limited liability company, ProFrac Holdings, LLC, a Texas limited liability company, the other guarantors party thereto, the lenders party thereto and Eclipse Business Capital LLC, as agent, collateral agent, swingline lender and lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on July 6, 2026). |
10.2# |
|
Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the ProFrac Holding Corp. 2022 Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on April 13, 2026). |
10.3# |
|
Special Incentive Agreement, effective as of January 1, 2026, by and between Austin Harbour and ProFrac Holdings II, LLC (incorporated by reference to Exhibit 10.2 to ProFrac Holding Corp.’s Current Report on Form 8-K filed with the SEC on April 13, 2026). |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1** |
|
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
95* |
|
Mine Safety Disclosure Exhibit. |
101.INS* |
|
Inline XBRL Instance Document – The instance document does not appear in the interactive date file because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document. |
104* |
|
Cover Page Interactive Date File (embedded within the Inline XBRL document). |
* Filed herewith.
** Furnished herewith.
# Compensatory plan or arrangement
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 6, 2026.
|
ProFrac Holding Corp. |
|
|
|
|
|
By: |
/s/ Matthew D. Wilks |
|
|
Name: Matthew D. Wilks |
|
|
Title: Executive Chairman and Director (Principal Executive Officer) |
|
|
|
|
By: |
/s/ Austin Harbour |
|
|
Austin Harbour |
|
|
Title: Chief Financial Officer (Principal Financial Officer) |
36