ProFrac's Two-Prong Growth
Strategy
– Acquire, Retire,
Replace(TM) and scaling
Vertical Integration –
Drives Significant
Increases in Revenue, Net Income and Adjusted EBITDA
WILLOW
PARK, Texas, Aug. 11,
2022 /PRNewswire/ -- ProFrac Holding Corp. (NASDAQ:
PFHC) ("ProFrac" or the "Company") today announced strong financial
and operational results for its second quarter ended June 30, 2022.
Second Quarter 2022 Results and Recent Highlights
- Total revenue grew approximately 40% sequentially to
$589.8 million over 2022 first
quarter revenue, on a pro forma basis for the FTSI
acquisition,(1) of $421.6
million, and up over 70% over 2022 first quarter reported
revenue of $345.0 million
- Net income rose to $70.1 million,
which included $38.8 million of stock
compensation expense related to a deemed contribution from a
related party
- Net income excluding stock compensation expense related to a
deemed contribution was $108.9
million, up over 350% compared to 2022 first quarter
reported net income of $24.1
million
- Adjusted EBITDA(2) increased over 100% sequentially
to $210.6 million compared to 2022
first quarter Adjusted EBITDA, on a pro forma basis for the FTSI
acquisition,(3) of $99.4
million
- Annualized Adjusted EBITDA per fleet excluding Flotek was
$28.1 million on 31 average active
fleets during the quarter
- Announced pending acquisition of U.S. Well Services, Inc. in
late June and expect to close the transaction in the fourth quarter
of 2022
- Upsized Term Loan by $150 million
and closed on the acquisition of the SPS Monahans assets in late
July 2022
- Second quarter results include the consolidation of Flotek
results after May 17, 2022 which
contributed $15.4 million in revenue
and ($7.5) million in Adjusted
EBITDA
Ladd Wilks, ProFrac Holding
Corp.'s Chief Executive Officer, stated, "Our business performed
extremely well during the second quarter. We had 31 average
active fleets during the quarter and we are currently deploying our
first electric fleet into the field. We do not have plans to
activate any additional conventional fleets at this time. We
continue to focus our supply chain and our team on our existing
fleets and our electric deployments. I am proud to partner with our
customers and our team to continue pushing for a better, safer
service company that provides best-in-class products and services,
while focusing on driving superior returns for our
shareholders."
Matt Wilks, Executive Chairman,
added, "Over the past several quarters, we have been focused on
executing our Acquire, Retire, Replace(TM) strategy
and scaling our Vertical Integration strategy. As such, we
are very pleased to report tremendous growth metrics during our
second quarter which highlights the strong value of both
strategies. The second quarter demonstrates our two-prong strategy
in action because this is our first full quarter that includes the
fleets acquired in the FTSI transaction. This is also the time that
vertical integration matters the most. We are excited and
look forward to continue proving the value creation potential of
our two-prong growth strategy to our new investors as a public
company as we integrate our most recently announced
acquisitions."
Second Quarter 2022 Financial Results
For the second quarter of 2022, consolidated revenues totaled
$589.8 million, or approximately
$76 million per fleet on an
annualized basis. On a pro forma basis for the FTSI
acquisition, this compares to $421.6
million in the first quarter, or $54.4 million per fleet on an annualized basis.
The increase was driven by higher average pricing, higher activity
levels achieved with our fleets, and more materials provided to our
customers.
Selling, general, and administrative costs ("SG&A") was
$87.5 million and included
$38.8 million of stock compensation
expense related to a deemed contribution, $4.2 million of costs attributable to Flotek,
$4.1 million in acquisition related
expenses and included a full quarter of SG&A from FTSI.
Higher costs were also driven by incentive compensation costs and
acquisition related expenses during the quarter.
The stock-based compensation expense related to a deemed
contribution of $38.8 million was
related to shares sold by Farris
Wilks and Dan Wilks (or
entities they control) (collectively the "Wilks") to Ladd Wilks and Matt
Wilks, respectively. These transfers were completed in
connection with the IPO and the accounting treatment resulted in
stock-based compensation funded directly by the Wilks.
Net income for the second quarter totaled $70.1 million. Net income excluding the stock
compensation expense related to a deemed contribution from related
parties was $108.9 million, compared
to $24.1 million for the first
quarter.
Adjusted EBITDA totaled $210.6
million in the second quarter, or $27.2 million per fleet on an annualized
basis. Excluding the operating results attributable to
Flotek, Adjusted EBITDA totaled $218.0
million, or $28.1 million per
fleet on an annualized basis.
Operating cash flow was $39.5
million which was impacted by a working capital build due to
increased pricing, increased activity levels, and increased
materials provided to our customers.
The Company's average active fleet count for the second quarter
was 31 fleets.
Outlook
The Company is deploying its first electric fleet during the
third quarter and expects to average approximately 31 active fleets
for the full quarter. We expect to deploy two more electric fleets
in the fourth quarter. There are no current plans to reactivate any
conventional or dual fuel fleets for the remainder of 2022.
The Company also expects incremental improvement in third
quarter results, as compared to the second quarter attributable to
further bundling of materials with our pressure pumping services,
continued pricing improvements, and the anticipated deployment of
our first electric fleet.
Business Segment Information
The Stimulation Services segment generated
revenues in the second quarter of 2022 of $576.6 million, which resulted in $196.1 million of Adjusted EBITDA.
The Manufacturing segment generated revenues of
$34.9 million in the second quarter
of 2022, which resulted in $9.4
million of Adjusted EBITDA. Approximately 88% of the
Manufacturing segment's revenue was intercompany.
The Proppant Production segment generated revenues
of $17.5 million in the second
quarter of 2022, which resulted in $12.6
million of Adjusted EBITDA. Approximately 66% of the
Proppant Production segment's revenue was intercompany.
Our other business activities generated revenues
of $15.4 million in the second
quarter of 2022, which resulted in $(7.5)
million of Adjusted EBITDA.
The Other business activities solely relate to the results of
Flotek Industries, Inc. ("Flotek"). In May
2022, the Flotek shareholders approved the issuance of
$50 million in initial principal
amount of convertible notes that are convertible into Flotek common
stock in exchange for amending our supply agreement to increase the
term to ten years and the scope to 30 fleets. We were also granted
the right to designate four of seven directors to Flotek's board of
directors. As a result of our right to appoint directors
without a direct equity interest, we determined that Flotek is a
variable interest entity ("VIE"). We further determined that the
Company is the primary beneficiary of the VIE, primarily due to our
ability to appoint four of seven directors to Flotek's board of
directors. As a result, and in accordance with GAAP, subsequent to
May 17, 2022, we have accounted for
this transaction as a business combination using the acquisition
method of accounting and Flotek's financial results from
May 17, 2022 to June 30, 2022 have been consolidated into our
consolidated financial statements.
Capital Expenditures and Capital Allocation
Capital expenditures for full year 2022 are expected to range
from $265 million to $290 million, which represents the high end of
the range provided previously, due to increased activity levels and
costs. The first electric fleet has been deployed for field
trials and is expected to be fully deployed prior to the fourth
quarter. The West Munger sand plant is expected to be
operational by the beginning of the fourth quarter of this year.
Balance Sheet and Liquidity
Total gross debt outstanding as of June
30, 2022 was $495.0 million,
$17.5 million of which was
attributable to Flotek. Gross debt outstanding excluding amounts
attributable to Flotek was $477.5
million, compared to $648.0
million as of March 31,
2022.
Total cash and cash equivalents as of June 30, 2022, was $73.7
million, $33.1 million of
which was attributable to Flotek. Cash and cash equivalents
excluding amounts attributable to Flotek was $40.6 million, compared to $28.7 million as of March
31, 2022.
As of June 30, 2022, and excluding
amounts attributable to Flotek, the Company had $88.0 million of liquidity, including
$40.6 million in cash and cash
equivalents and net availability of $47.4
million under its asset-based credit facility.
On July 25, 2022, the Company
entered into an amendment to its Term Loan Credit Facility to
increase the size of the facility by $150
million, with an uncommitted option to obtain commitments
for a potential additional $100
million of delayed draw loans before the earlier to occur of
(i) the consummation of the pending acquisition of U.S. Well
Services, Inc. and (ii) March 31,
2023.
SPS Monahans Acquisition
On July 25, 2022, the Company
acquired SP Silica of Monahans,
LLC, and SP Silica Sales, LLC (collectively, "SPS Monahans"), the
West Texas subsidiaries of Signal
Peak Silica, for approximately $90
million in cash plus approximately $10 million in working capital closing
adjustments. For additional information related to the
acquisition, please reference the Company's press releases
available on its website at
https://ir.pfholdingscorp.com/news-events/press-releases.
Footnotes
(1) Pro
forma for the FTSI acquisition assumes that FTSI was acquired on
1/1/2022, in which case our combined first quarter revenue, net
loss, and adjusted EBITDA would have totaled $421.6 million, $(1.2)
million and $99.4 million, respectively.
|
(2) Adjusted EBITDA is a financial
measure not presented in accordance with generally accepted
accounting principles ("GAAP") (a "Non-GAAP Financial
Measure"). Please see "Non-GAAP Financial Measures" at the
end of this news release.
|
(3) Adjusted EBITDA per fleet is a
Non-GAAP Financial Measure. Please see "Non-GAAP Financial
Measures" at the end of this news release.
|
Conference Call
ProFrac has scheduled a conference call on Friday, August 12, 2022 at 11:00 a.m. Eastern time / 10:00 a.m. Central time. Please dial
412-902-0030 and ask for the ProFrac Holding Corp. call at least 10
minutes prior to the start time of the call, or listen to the call
live over the Internet by logging on to the website at the address
https://ir.pfholdingscorp.com/news-events/ir-calendar. A
telephonic replay of the conference call will be available through
August 19, 2022 and may be accessed
by calling 201-612-7415 using passcode 13731713#. A webcast
archive will also be available at the link above shortly after the
call and will be accessible for approximately 90 days.
About ProFrac Holding Corp.
ProFrac Holding Corp. is a growth-oriented, vertically
integrated and innovation-driven energy services company providing
hydraulic fracturing, completion services and other complementary
products and services to leading upstream oil and gas companies
engaged in the exploration and production ("E&P") of North
American unconventional oil and natural gas resources. Founded in
2016, The Company was built to be the go-to service provider for
E&P companies' most demanding hydraulic fracturing needs.
ProFrac is focused on employing new technologies to significantly
reduce "greenhouse gas" emissions and increase efficiency in what
has historically been an emissions-intensive component of the
unconventional E&P development process. For more information,
please visit the Company's website,
https://www.pfholdingscorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release may be considered
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995. In some cases, the reader can identify forward-looking
statements by words such as "may," "should," "expect," "intend,"
"will," "estimate," "anticipate," "believe," "predict," or similar
words. Forward-looking statements relate to future events or the
Company's future financial or operating performance. These
forward-looking statements include, among other things, statements
regarding: the Company's strategies and plans for growth; the
Company's positioning, resources, capabilities, and expectations
for future performance; market and industry expectations; the
anticipated timing of the Company's pending acquisition of U.S.
Well Services, Inc.; the anticipated benefits of the Company's
July 2022 acquisition of SPS
Monahans; the Company's estimates with respect to the profitability
and utilization of its electric, conventional and dual fleets; the
Company's currently expected guidance regarding its third quarter
2022 results of operations; the Company's currently expected
guidance regarding its full year 2022 capital expenditures and
capital allocation; statements regarding the availability of funds
under the Company's credit facilities; the Company's anticipated
timing for operationalizing its new electric fleets and its West
Munger sand plant; the amount of capital available to the Company
in future periods under its Term Loan Credit Facility; any
financial or other information based upon or otherwise
incorporating judgments or estimates relating to future
performance, events or expectations; any estimates and forecasts of
financial and other performance metrics; and the Company's outlook
and financial and other guidance. Such forward-looking statements
are based upon assumptions made by the Company as of the date
hereof and are subject to risks, uncertainties, and other factors
that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Factors
that may cause actual results to differ materially from current
expectations include, but are not limited to: the risk that the
Company's pending acquisition of U.S. Well Services, Inc. may not
be completed in a timely manner or at all; the ability to achieve
anticipated benefits of the pending acquisition of U.S. Well
Services, Inc. and the July 2022
acquisition of SPS Monahans, including risks relating to
integrating acquired companies and personnel; the failure to
operationalize the Company's new electric fleets and West Munger
sand plant in a timely manner or at all; the Company's ability to
deploy capital, including capital raised in the May 2022 IPO and capital currently and
potentially available to the Company and Flotek in future periods,
in a manner that furthers the Company's growth strategy, as well as
the Company's general ability to execute its business plans;
industry conditions, including fluctuations in supply, demand and
prices for the Company's products and services; global and regional
economic and financial conditions; the effectiveness of the
Company's risk management strategies; the transition to becoming a
public company; and other risks and uncertainties set forth in the
sections entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in the Company's filings with the
Securities and Exchange Commission ("SEC"), which are available on
the SEC's website at www.sec.gov.
Forward-looking statements are also subject to the risks and
other issues described below under "Non-GAAP Financial Measures,"
which could cause actual results to differ materially from current
expectations included in the Company's forward-looking statements
included in this press release. Nothing in this press release
should be regarded as a representation by any person that the
forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward looking
statements will be achieved, including without limitation any
expectations about the Company's operational and financial
performance or achievements through and including 2022. There may
be additional risks about which the Company is presently unaware or
that the Company currently believes are immaterial that could also
cause actual results to differ from those contained in the
forward-looking statements. The reader should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. The Company anticipates that subsequent events
and developments will cause its assessments to change. However,
while the Company may elect to update these forward-looking
statements at some point in the future, it expressly disclaims any
duty to update these forward-looking statements, except as
otherwise required by law.
Non-GAAP Financial Measures
Adjusted EBITDA and Adjusted EBITDA per fleet are non-GAAP
financial measures and should not be considered as substitutes for
net income (loss) or any other performance measure derived in
accordance with GAAP or as an alternative to net cash provided by
operating activities as a measure of our profitability or
liquidity. Adjusted EBITDA and Adjusted EBITDA per fleet are
supplemental measures utilized by our management and other users of
our financial statements such as investors, commercial banks,
research analysts and others, to assess our financial performance
because they allow us to compare our operating performance on a
consistent basis across periods by removing the effects of our
capital structure (such as varying levels of interest expense),
asset base (such as depreciation and amortization) and items
outside the control of our management team (such as income tax
rates).
We view Adjusted EBITDA and Adjusted EBITDA per fleet as
important indicators of performance. We define Adjusted EBITDA as
our net income (loss), before (i) interest expense, net, (ii)
income tax provision, (iii) depreciation, depletion and
amortization, (iv) loss on disposal of assets and (v) other unusual
or non-recurring charges, such as costs and stock compensation
expense related to our initial public offering, non-recurring
supply commitment charges, certain bad debt expense and gain on
extinguishment of debt. We define Adjusted EBITDA per fleet for a
particular period as Adjusted EBITDA calculated as a daily average
of active fleets during period.
We believe that our presentation of Adjusted EBITDA and Adjusted
EBITDA per fleet will provide useful information to investors in
assessing our financial condition and results of operations. In
particular, we believe Adjusted EBITDA per fleet allows investors
to compare the performance of our fleets across comparable periods
and against the fleets of our competitors who may have different
capital structures, which may make a fleet-for-fleet comparison
more difficult. Net income (loss) is the GAAP measure most directly
comparable to Adjusted EBITDA, and net income (loss) per fleet is
the GAAP measure most directly comparable to Adjusted EBITDA per
fleet. Adjusted EBITDA should not be considered as an alternative
to net income (loss), and Adjusted EBITDA per fleet should not be
considered as an alternative to net income (loss) per fleet.
Adjusted EBITDA and Adjusted EBITDA per fleet have important
limitations as analytical tools because they exclude some but not
all items that affect the most directly comparable GAAP financial
measure. Because Adjusted EBITDA and Adjusted EBITDA per fleet may
be defined differently by other companies in our industry, our
definition of these non-GAAP financial measures may not be
comparable to similarly titled measures of other companies, thereby
diminishing their utility.
The presentation of non-GAAP financial measures is not intended
to be a substitute for, and should not be considered in isolation
from, the financial measures reported in accordance with GAAP. The
following tables present a reconciliation of the non-GAAP financial
measures of Adjusted EBITDA and Adjusted EBITDA per fleet to the
most directly comparable GAAP financial measure for the periods
indicated.
-Tables to Follow-
ProFrac Holding Corp.
(NasdaqGS: PFHC)
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Consolidated Statements
of Operations
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Three Months
Ended
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Six Months
Ended
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Jun.
30
|
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Mar.
31
|
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Jun.
30
|
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Mar.
31
|
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|
Jun.
30
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|
Jun.
30
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(In
thousands)
|
|
2022
|
|
|
2022
|
|
2021
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
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|
|
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|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
Revenues
|
|
$
|
589,844
|
|
|
$
|
344,980
|
|
$
|
174,819
|
|
|
$
|
149,586
|
|
|
$
|
934,824
|
|
|
$
|
324,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating costs and
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenues,
exclusive of depreciation, depletion and
amortization
|
|
|
340,600
|
|
|
|
232,599
|
|
|
126,708
|
|
|
|
118,306
|
|
|
|
573,199
|
|
|
|
245,014
|
|
Depreciation, depletion
and amortization
|
|
|
64,064
|
|
|
|
44,216
|
|
|
34,904
|
|
|
|
35,461
|
|
|
|
108,280
|
|
|
|
70,365
|
|
Loss (gain) on disposal
of assets, net
|
|
|
2,143
|
|
|
|
(154)
|
|
|
1,868
|
|
|
|
2,207
|
|
|
|
1,989
|
|
|
|
4,075
|
|
Selling, general and
administrative
|
|
|
87,548
|
|
|
|
34,127
|
|
|
14,094
|
|
|
|
13,778
|
|
|
|
121,675
|
|
|
|
27,872
|
|
Total operating costs
and expenses
|
|
|
494,355
|
|
|
|
310,788
|
|
|
177,574
|
|
|
|
169,752
|
|
|
|
805,143
|
|
|
|
347,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
(loss)
|
|
|
95,489
|
|
|
|
34,192
|
|
|
(2,755)
|
|
|
|
(20,166)
|
|
|
|
129,681
|
|
|
|
(22,921)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other (expense)
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Interest expense,
net
|
|
|
(13,451)
|
|
|
|
(9,272)
|
|
|
(6,187)
|
|
|
|
(6,035)
|
|
|
|
(22,723)
|
|
|
|
(12,222)
|
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Loss on extinguishment
of debt
|
|
|
(8,822)
|
|
|
|
(8,273)
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|
|
-
|
|
|
|
-
|
|
|
|
(17,095)
|
|
|
|
-
|
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Other income
|
|
|
989
|
|
|
|
8,231
|
|
|
53
|
|
|
|
187
|
|
|
|
9,220
|
|
|
|
240
|
|
Total other
expense
|
|
|
(21,284)
|
|
|
|
(9,314)
|
|
|
(6,134)
|
|
|
|
(5,848)
|
|
|
|
(30,598)
|
|
|
|
(11,982)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income (loss) before
income tax provision
|
|
|
74,205
|
|
|
|
24,878
|
|
|
(8,889)
|
|
|
|
(26,014)
|
|
|
|
99,083
|
|
|
|
(34,903)
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Income tax (provision)
benefit
|
|
|
(4,112)
|
|
|
|
(752)
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|
|
283
|
|
|
|
25
|
|
|
|
(4,864)
|
|
|
|
308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income
(loss)
|
|
$
|
70,093
|
|
|
$
|
24,126
|
|
$
|
(8,606)
|
|
|
$
|
(25,989)
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|
|
$
|
94,219
|
|
|
$
|
(34,595)
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Less: net (income) loss
attributable to ProFrac Predecessor
|
|
|
(56,157)
|
|
|
|
(23,710)
|
|
|
8,478
|
|
|
|
25,998
|
|
|
|
(79,867)
|
|
|
|
34,476
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Less: net (income) loss
attributable to noncontrolling interests
|
|
|
8,704
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|
|
|
(416)
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|
|
128
|
|
|
|
(9)
|
|
|
|
8,288
|
|
|
|
119
|
|
Less: net (income) loss
attributable to redeemable noncontrolling interests
|
|
|
(16,082)
|
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
(16,082)
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to ProFrac Holding Corp.
|
|
$
|
6,558
|
|
|
$
|
-
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,558
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance
Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun.
30
|
|
Mar.
31,
|
|
|
Dec.
31,
|
|
(In
thousands)
|
|
2022
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
73,653
|
|
$
|
28,654
|
|
|
$
|
5,376
|
|
Accounts receivable,
net
|
|
|
444,997
|
|
|
298,870
|
|
|
|
161,632
|
|
Accounts receivable -
related party
|
|
|
3,637
|
|
|
3,396
|
|
|
|
4,515
|
|
Prepaid expenses, and
other current assets
|
|
|
19,331
|
|
|
18,726
|
|
|
|
6,213
|
|
Assets held for
sale
|
|
|
1,805
|
|
|
-
|
|
|
|
-
|
|
Inventories
|
|
|
192,377
|
|
|
139,143
|
|
|
|
73,942
|
|
Total current
assets
|
|
|
735,800
|
|
|
488,789
|
|
|
|
251,678
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant, and
equipment
|
|
|
1,231,205
|
|
|
1,126,602
|
|
|
|
827,865
|
|
Accumulated
depreciation and depletion
|
|
|
(566,960)
|
|
|
(506,831)
|
|
|
|
(464,178)
|
|
Property, plant, and
equipment, net
|
|
|
664,245
|
|
|
619,771
|
|
|
|
363,687
|
|
Operating lease
right-of-use assets
|
|
|
80,664
|
|
|
79,049
|
|
|
|
-
|
|
Deferred tax
assets
|
|
|
3,316
|
|
|
-
|
|
|
|
-
|
|
Investments
|
|
|
49,752
|
|
|
78,296
|
|
|
|
4,244
|
|
Intangible assets,
net
|
|
|
28,241
|
|
|
28,681
|
|
|
|
27,816
|
|
Goodwill
|
|
|
82,340
|
|
|
-
|
|
|
|
-
|
|
Other assets
|
|
|
19,267
|
|
|
19,302
|
|
|
|
17,145
|
|
Total assets
|
|
|
1,663,625
|
|
|
1,313,888
|
|
|
|
664,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities,
redeemable noncontrolling interest, and
stockholders' and members' equity (deficit)
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
178,905
|
|
|
216,054
|
|
|
|
121,070
|
|
Accounts payable -
related party
|
|
|
37,577
|
|
|
19,553
|
|
|
|
21,275
|
|
Current portion of
operating lease liabilities
|
|
|
9,160
|
|
|
8,371
|
|
|
|
-
|
|
Accrued
expenses
|
|
|
159,304
|
|
|
90,079
|
|
|
|
38,149
|
|
Other current
liabilities
|
|
|
15,835
|
|
|
36,123
|
|
|
|
34,400
|
|
Current portion of
long-term debt
|
|
|
51,329
|
|
|
47,620
|
|
|
|
31,793
|
|
Total current
liabilities
|
|
|
452,110
|
|
|
417,800
|
|
|
|
246,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
|
427,961
|
|
|
488,204
|
|
|
|
235,128
|
|
Long-term debt -
related party
|
|
|
-
|
|
|
89,800
|
|
|
|
34,645
|
|
Operating lease
liabilities
|
|
|
75,397
|
|
|
70,815
|
|
|
|
-
|
|
Other
liabilities
|
|
|
-
|
|
|
902
|
|
|
|
-
|
|
Total
liabilities
|
|
|
955,468
|
|
|
1,067,521
|
|
|
|
516,460
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable
noncontrolling interest
|
|
|
2,024,687
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' and
members' equity
|
|
|
-
|
|
|
244,992
|
|
|
|
147,015
|
|
Preferred
stock
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Class A common
stock
|
|
|
412
|
|
|
-
|
|
|
|
-
|
|
Class B common
stock
|
|
|
1,011
|
|
|
-
|
|
|
|
-
|
|
Additional paid-in
capital
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
Accumulated
deficit
|
|
|
(1,410,780)
|
|
|
-
|
|
|
|
-
|
|
Accumulated other
comprehensive (loss) income
|
|
|
(36)
|
|
|
(46)
|
|
|
|
56
|
|
Total stockholders' and
members' equity (deficit) attributable to ProFrac Holding
Corp.
|
|
(1,409,393)
|
|
|
244,946
|
|
|
|
147,071
|
|
Noncontrolling
interests
|
|
|
92,863
|
|
|
1,421
|
|
|
|
1,039
|
|
Total stockholders' and
members' equity (deficit)
|
|
|
(1,316,530)
|
|
|
246,367
|
|
|
|
148,110
|
|
Total liabilities,
redeemable noncontrolling interest, and stockholders'
and members' equity (deficit)
|
|
$
|
1,663,625
|
|
$
|
1,313,888
|
|
|
$
|
664,570
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements
of Cash Flow
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
|
Jun.
30
|
|
|
Mar.
31
|
|
Jun.
30
|
|
|
Jun.
30
|
|
(In
thousands)
|
2022
|
|
|
2022
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
|
70,093
|
|
|
$
|
24,126
|
|
$
|
94,219
|
|
|
$
|
(34,595)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to
reconcile net income to net (loss) cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion
and amortization
|
|
64,064
|
|
|
|
44,216
|
|
|
108,280
|
|
|
|
70,365
|
|
Stock based
compensation
|
|
40,304
|
|
|
|
-
|
|
|
40,304
|
|
|
|
-
|
|
Loss (gain) on disposal
of assets, net
|
|
2,143
|
|
|
|
(154)
|
|
|
1,989
|
|
|
|
4,075
|
|
Non-cash loss on
extinguishment of debt
|
|
5,946
|
|
|
|
4,284
|
|
|
10,230
|
|
|
|
-
|
|
Amortization of debt
issuance costs
|
|
1,358
|
|
|
|
1,371
|
|
|
2,729
|
|
|
|
1,063
|
|
Bad debt expense, net
of recoveries
|
|
-
|
|
|
|
5
|
|
|
5
|
|
|
|
83
|
|
Deferred tax
expense
|
|
1,024
|
|
|
|
-
|
|
|
1,024
|
|
|
|
-
|
|
Unrealized gain on
investments, net
|
|
(426)
|
|
|
|
(8,100)
|
|
|
(8,526)
|
|
|
|
-
|
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
(127,515)
|
|
|
|
(46,856)
|
|
|
(174,371)
|
|
|
|
(25,317)
|
|
Inventories
|
|
(41,024)
|
|
|
|
(22,857)
|
|
|
(63,881)
|
|
|
|
(7,423)
|
|
Prepaid expenses and
other assets
|
|
1,545
|
|
|
|
(8,653)
|
|
|
(7,108)
|
|
|
|
201
|
|
Accounts
payable
|
|
(42,574)
|
|
|
|
29,824
|
|
|
(12,750)
|
|
|
|
(286)
|
|
Accrued
expenses
|
|
60,007
|
|
|
|
22,622
|
|
|
82,629
|
|
|
|
18,614
|
|
Deferred revenues and
other liabilities
|
|
4,545
|
|
|
|
5,146
|
|
|
9,691
|
|
|
|
-
|
|
Net cash provided by
operating activities
|
|
39,490
|
|
|
|
44,974
|
|
|
84,464
|
|
|
|
26,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in property,
plant & equipment
|
|
(74,577)
|
|
|
|
(41,492)
|
|
|
(116,069)
|
|
|
|
(53,607)
|
|
Proceeds from sale of
assets
|
|
479
|
|
|
|
45,622
|
|
|
46,101
|
|
|
|
17,586
|
|
Acquisitions, net of
cash acquired
|
|
21,723
|
|
|
|
(278,990)
|
|
|
(257,267)
|
|
|
|
(2,430)
|
|
Investment in preferred
shares of BPC
|
|
-
|
|
|
|
(47,202)
|
|
|
(47,202)
|
|
|
|
-
|
|
Initial investment in
Flotek
|
|
-
|
|
|
|
(10,000)
|
|
|
(10,000)
|
|
|
|
-
|
|
Other
Investments
|
|
-
|
|
|
|
(3,893)
|
|
|
(3,893)
|
|
|
|
-
|
|
Net cash used in
investing activities
|
|
(52,375)
|
|
|
|
(335,955)
|
|
|
(388,330)
|
|
|
|
(38,451)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance
of long-term debt
|
|
27,214
|
|
|
|
560,346
|
|
|
587,560
|
|
|
|
42,084
|
|
Repayments of long-term
debt
|
|
(270,005)
|
|
|
|
(227,820)
|
|
|
(497,825)
|
|
|
|
(18,856)
|
|
Borrowings from
revolving credit agreements
|
|
99,313
|
|
|
|
97,920
|
|
|
197,233
|
|
|
|
14,000
|
|
Repayments to revolving
credit agreements
|
|
(26,669)
|
|
|
|
(96,214)
|
|
|
(122,883)
|
|
|
|
(10,000)
|
|
Payment of debt
issuance costs
|
|
(671)
|
|
|
|
(22,913)
|
|
|
(23,584)
|
|
|
|
(1,127)
|
|
Member
contribution
|
|
-
|
|
|
|
5,000
|
|
|
5,000
|
|
|
|
-
|
|
Proceeds from issuance
of common stock
|
|
329,118
|
|
|
|
-
|
|
|
329,118
|
|
|
|
-
|
|
Payment of THRC related
equity
|
|
(72,931)
|
|
|
|
-
|
|
|
(72,931)
|
|
|
|
-
|
|
Payment of common stock
issuance costs
|
|
(27,444)
|
|
|
|
-
|
|
|
(27,444)
|
|
|
|
-
|
|
Net cash provided by
financing activities
|
|
57,925
|
|
|
|
316,319
|
|
|
374,244
|
|
|
|
26,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in
cash, cash equivalents, and restricted cash
|
$
|
45,040
|
|
|
$
|
25,338
|
|
$
|
70,378
|
|
|
$
|
14,430
|
|
Cash, cash
equivalents, and restricted cash beginning of period
|
|
30,714
|
|
|
|
5,376
|
|
|
5,376
|
|
|
|
2,952
|
|
Cash, cash
equivalents, and restricted cash end of period
|
$
|
75,754
|
|
|
$
|
30,714
|
|
$
|
75,754
|
|
|
$
|
17,382
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net
Income (Loss) to Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
Jun.
30,
|
|
|
Mar.
31,
|
|
|
Jun.
30,
|
|
Mar.
31,
|
|
|
Jun.
30,
|
|
|
Jun.
30,
|
|
(In
thousands)
|
|
2022
|
|
|
2022
|
|
|
2021
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
|
70,093
|
|
|
$
|
24,126
|
|
|
$
|
(8,606)
|
|
$
|
(25,989)
|
|
|
$
|
94,219
|
|
|
$
|
(34,595)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
13,451
|
|
|
|
9,272
|
|
|
|
6,187
|
|
|
6,035
|
|
|
|
22,723
|
|
|
|
12,222
|
|
Depreciation, depletion
and amortization
|
|
|
64,064
|
|
|
|
44,216
|
|
|
|
34,904
|
|
|
35,461
|
|
|
|
108,280
|
|
|
|
70,365
|
|
Income tax provision
(benefit)
|
|
|
4,112
|
|
|
|
752
|
|
|
|
(283)
|
|
|
(25)
|
|
|
|
4,864
|
|
|
|
(308)
|
|
Loss (gain) on disposal
of assets, net
|
|
|
2,143
|
|
|
|
(154)
|
|
|
|
1,868
|
|
|
2,207
|
|
|
|
1,989
|
|
|
|
4,075
|
|
Loss on extinguishment
of debt
|
|
|
8,822
|
|
|
|
8,273
|
|
|
|
-
|
|
|
-
|
|
|
|
17,095
|
|
|
|
-
|
|
Litigation
|
|
|
4,000
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
4,000
|
|
|
|
-
|
|
Stock based
compensation
|
|
|
1,455
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
1,455
|
|
|
|
-
|
|
Stock based
compensation related to deemed contributions
|
|
|
38,849
|
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
38,849
|
|
|
|
-
|
|
Bad debt expense, net
of recoveries
|
|
|
-
|
|
|
|
5
|
|
|
|
-
|
|
|
-
|
|
|
|
5
|
|
|
|
-
|
|
(Gain) loss on foreign
currency transactions
|
|
|
(58)
|
|
|
|
12
|
|
|
|
-
|
|
|
-
|
|
|
|
(46)
|
|
|
|
-
|
|
Reorganization
costs
|
|
|
-
|
|
|
|
55
|
|
|
|
-
|
|
|
-
|
|
|
|
55
|
|
|
|
-
|
|
Acquisition related
expenses
|
|
|
4,063
|
|
|
|
13,019
|
|
|
|
-
|
|
|
-
|
|
|
|
17,082
|
|
|
|
-
|
|
Unrealized gain on
investments, net
|
|
|
(426)
|
|
|
|
(8,100)
|
|
|
|
-
|
|
|
-
|
|
|
|
(8,526)
|
|
|
|
-
|
|
Adjusted
EBITDA
|
|
$
|
210,568
|
|
|
$
|
91,476
|
|
|
$
|
34,070
|
|
$
|
17,689
|
|
|
$
|
302,044
|
|
|
$
|
51,759
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
Pro Forma
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
Mar.
31,
|
|
(In
thousands)
|
|
2022
|
|
|
|
|
|
|
Pro forma net income
(loss)
|
|
$
|
(1,223)
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
13,761
|
|
Depreciation, depletion
and amortization
|
|
|
56,788
|
|
Income tax
provision
|
|
|
752
|
|
Gain on disposal of
assets, net
|
|
|
(159)
|
|
Loss on extinguishment
of debt
|
|
|
8,273
|
|
Litigation
|
|
|
-
|
|
Stock based
compensation
|
|
|
6,495
|
|
Stock based
compensation related to deemed contributions
|
|
|
-
|
|
Bad debt expense, net
of recoveries
|
|
|
5
|
|
(Gain) loss on foreign
currency transactions
|
|
|
12
|
|
Reorganization
costs
|
|
|
(74)
|
|
Acquisition related
expenses
|
|
|
22,909
|
|
Unrealized gain on
investments, net
|
|
|
(8,100)
|
|
Pro forma adjusted
EBITDA
|
|
$
|
99,439
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
|
|
|
|
Reconciliation of Net
Income (Loss) to Pro Forma Adjusted EBITDA excluding
Flotek
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
|
Jun.
30,
|
|
|
Mar.
31,
|
|
(In thousands except
average active fleets and annualization factor)
|
|
2022
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
$
|
70,093
|
|
|
$
|
(1,223)
|
|
|
|
|
|
|
|
|
|
|
Interest expense,
net
|
|
|
13,451
|
|
|
|
13,761
|
|
Depreciation, depletion
and amortization
|
|
|
64,064
|
|
|
|
56,788
|
|
Income tax
provision
|
|
|
4,112
|
|
|
|
752
|
|
Loss (gain) on disposal
of assets, net
|
|
|
2,143
|
|
|
|
(159)
|
|
Loss on extinguishment
of debt
|
|
|
8,822
|
|
|
|
8,273
|
|
Litigation
|
|
|
4,000
|
|
|
|
-
|
|
Stock based
compensation
|
|
|
1,455
|
|
|
|
6,495
|
|
Stock based
compensation related to deemed contributions
|
|
|
38,849
|
|
|
|
-
|
|
Bad debt expense, net
of recoveries
|
|
|
-
|
|
|
|
5
|
|
(Gain) loss on foreign
currency transactions
|
|
|
(58)
|
|
|
|
12
|
|
Reorganization
costs
|
|
|
-
|
|
|
|
(74)
|
|
Acquisition related
expenses
|
|
|
4,063
|
|
|
|
22,909
|
|
Unrealized gain on
investments, net
|
|
|
(426)
|
|
|
|
(8,100)
|
|
Total adjusted EBITDA
for reportable segments
|
|
$
|
210,568
|
|
|
$
|
99,439
|
|
Less: Flowtek operating
results
|
|
|
7,454
|
|
|
|
-
|
|
Adjusted EBITDA
excluding Flotek
|
|
|
218,022
|
|
|
|
99,439
|
|
Average active
fleets
|
|
|
31
|
|
|
|
31
|
|
Adjusted EBITDA
excluding Flotek per average active fleet
|
|
|
7,033
|
|
|
|
3,208
|
|
Annualization
factor
|
|
|
4
|
|
|
|
4
|
|
Annualized adjusted
EBITDA excluding Flotek per average active fleet
|
|
$
|
28,132
|
|
|
$
|
12,831
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
|
Six Months
Ended
|
|
|
|
Jun.
30
|
|
|
Mar.
31
|
|
|
Jun.
30
|
|
|
Mar.
31
|
|
|
Jun.
30
|
|
|
Jun.
30
|
|
(In
thousands)
|
|
2022
|
|
|
2022
|
|
|
2021
|
|
|
2021
|
|
|
2022
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stimulation
services
|
|
$
|
576,556
|
|
|
$
|
336,155
|
|
|
$
|
168,506
|
|
|
$
|
143,703
|
|
|
$
|
912,711
|
|
|
$
|
312,209
|
|
Manufacturing
|
|
|
34,854
|
|
|
|
32,006
|
|
|
|
16,223
|
|
|
|
14,657
|
|
|
|
66,860
|
|
|
|
30,880
|
|
Proppant
production
|
|
|
17,531
|
|
|
|
12,408
|
|
|
|
7,781
|
|
|
|
5,589
|
|
|
|
29,939
|
|
|
|
13,370
|
|
Other
|
|
|
15,359
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,359
|
|
|
|
-
|
|
Total
segments
|
|
|
644,300
|
|
|
|
380,569
|
|
|
|
192,510
|
|
|
|
163,949
|
|
|
|
1,024,869
|
|
|
|
356,459
|
|
Eliminations
|
|
|
(54,456)
|
|
|
|
(35,589)
|
|
|
|
(17,691)
|
|
|
|
(14,363)
|
|
|
|
(90,045)
|
|
|
|
(32,054)
|
|
Total
revenues
|
|
$
|
589,844
|
|
|
$
|
344,980
|
|
|
$
|
174,819
|
|
|
$
|
149,586
|
|
|
$
|
934,824
|
|
|
$
|
324,405
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stimulation
services
|
|
$
|
196,088
|
|
|
$
|
73,569
|
|
|
$
|
30,475
|
|
|
$
|
12,953
|
|
|
$
|
269,657
|
|
|
$
|
43,428
|
|
Manufacturing
|
|
|
9,360
|
|
|
|
10,022
|
|
|
|
349
|
|
|
|
2,330
|
|
|
|
19,382
|
|
|
|
2,679
|
|
Proppant
production
|
|
|
12,574
|
|
|
|
7,885
|
|
|
|
3,246
|
|
|
|
2,406
|
|
|
|
20,459
|
|
|
|
5,652
|
|
Other
|
|
|
(7,454)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,454)
|
|
|
|
-
|
|
Adjusted EBITDA for
reportable segments
|
|
$
|
210,568
|
|
|
$
|
91,476
|
|
|
$
|
34,070
|
|
|
$
|
17,689
|
|
|
$
|
302,044
|
|
|
$
|
51,759
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
|
|
|
|
Net Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jun.
30,
|
|
|
Mar.
31
|
|
(In
thousands)
|
|
2022
|
|
|
2022
|
|
|
|
|
|
|
|
|
|
|
Current portion of
long-term debt
|
|
$
|
51,329
|
|
|
$
|
47,620
|
|
Long-term
debt
|
|
|
427,961
|
|
|
|
488,204
|
|
Long-term debt -
related party
|
|
|
-
|
|
|
|
89,800
|
|
Total debt
|
|
|
479,290
|
|
|
|
625,624
|
|
|
|
|
|
|
|
|
|
|
Plus: Unamortized debt
issuance costs
|
|
|
15,755
|
|
|
|
22,388
|
|
Total gross
debt
|
|
|
495,045
|
|
|
|
648,012
|
|
|
|
|
|
|
|
|
|
|
Less: Cash and cash
equivalents
|
|
|
(73,653)
|
|
|
|
(28,654)
|
|
Net debt
|
|
$
|
421,392
|
|
|
$
|
619,358
|
ProFrac Holding Corp.
(NasdaqGS: PFHC)
|
Net Debt excluding
Flotek
|
|
|
|
|
|
|
|
|
|
|
|
Jun.
30,
|
|
(In
thousands)
|
|
2022
|
|
|
|
|
|
|
Current portion of
long-term debt
|
|
$
|
36,938
|
|
Long-term
debt
|
|
|
424,825
|
|
Long-term debt -
related party
|
|
|
-
|
|
Total debt
|
|
|
461,763
|
|
|
|
|
|
|
Plus: Unamortized debt
issuance costs
|
|
|
15,755
|
|
Total gross
debt
|
|
|
477,518
|
|
|
|
|
|
|
Less: Cash and cash
equivalents
|
|
|
(40,569)
|
|
Net debt
|
|
$
|
436,949
|
Contacts:
|
ProFrac Holding
Corp.
|
|
Lance Turner – Chief
Financial Officer
|
|
investors@profrac.com
|
|
|
|
Dennard Lascar Investor
Relations
|
|
Ken Dennard / Rick
Black
|
|
PFHC@dennardlascar.com
|
View original
content:https://www.prnewswire.com/news-releases/profrac-holding-corp-reports-strong-2022-second-quarter-financial-and-operational-results-301604763.html
SOURCE ProFrac Holding Corp.