Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2024

ProFrac Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41388

87-2424964

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

333 Shops Boulevard, Suite 301

Willow Park, Texas

76087

(Address of principal executive offices)

(Zip Code)

(254) 776-3722

(Registrant’s telephone number, including area code)

Not Appliable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Class A common stock, par value $0.01 per share	ACDC	The Nasdaq Global Select Market

Warrants to purchase Class A common stock	ACDCW	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

Item 2.02

Results of Operations and Financial Condition.

On November 5, 2024, ProFrac Holding Corp., a Delaware corporation (the “Company”), issued a press release reporting the financial results of the Company for the quarter ended September 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirely by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as Exhibit 99.1 hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated November 5, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	PROFRAC HOLDING CORP.

	By:	/s/ Austin Harbour
	Name:	Austin Harbour
	Title:	Chief Financial Officer

Date:November 5, 2024

Exhibit 99.1

NEWS RELEASE

	Contacts:	ProFrac Holding Corp.
		Austin Harbour – Chief Financial Officer
		Michael Messina – Director of Finance
		investors@pfholdingscorp.com

		Dennard Lascar Investor Relations
		Ken Dennard / Rick Black
		ACDC@dennardlascar.com

ProFrac Holding Corp. Reports Third Quarter 2024 Results

WILLOW PARK, TX – November 5, 2024 – ProFrac Holding Corp. (NASDAQ: ACDC) (“ProFrac”, or the “Company”) today announced financial and operational results for its third quarter ended September 30, 2024.

Third Quarter 2024 Results

Total revenue was $575.3 million compared to second quarter revenue of $579.4 million

Net loss was $43.5 million compared to net loss of $65.6 million in the second quarter

Adjusted EBITDA⁽¹⁾ was $134.8 million compared to $135.6 million in the second quarter

Net cash provided by operating activities was $98.0 million compared to $113.5 million in the second quarter

Capital expenditures totaled $70.0 million

Free cash flow⁽²⁾ was $30.9 million

Matt Wilks, ProFrac’s Executive Chairman, stated, “We continued our recent quarterly trend setting new operating efficiency records while delivering leading performance for our customers amidst a challenging market environment. Despite continued activity softness, ProFrac was able to deliver strong financial results in line with the second quarter. As I have previously highlighted, ProFrac’s leading position throughout the completions value chain enables us to deliver robust financial and operational performance through-the-cycle. Further, our integrated platform bolsters our commercial strategy to partner with operators that value integrated, highly efficient solutions at scale.

“ProFrac’s third quarter performance is underpinned by our record-setting efficiency per active fleet, which is a clear testament to the quality of our people and their commitment to safety, efficiency and premium customer service,” concluded Mr. Wilks.

Outlook

In the Stimulation Services segment, the Company anticipates pricing and activity to decline in the fourth quarter. Due to our integrated model and prudent cost management, we are able to navigate cyclicality without sacrificing service and asset quality. Based on ongoing dialogue with operators we anticipate a recovery in activity in 2025 as compared to the fourth quarter of 2024, and we continue to field new inbound requests for additional integrated fleet deployments with the highest demand for electric and Tier 4 dual fuel or DGB technologies. Today, approximately 72% of our active fleets include e-fleet or natural gas-capable equipment.

The Proppant Production segment started to see incremental improvement as we moved through the third quarter, although natural gas-directed activity was subdued and West Texas remains highly competitive. We anticipate that pricing and volumes in the fourth quarter will be impacted by weaker demand. We continue to actively manage operating costs to partially mitigate the impact of lower profitability. We expect a recovery in activity in 2025 relative to the fourth quarter, with a more pronounced potential improvement in oil-levered regions.

Business Segment Information

The Stimulation Services segment generated revenues of $507.1 million in the third quarter, which resulted in $112.6 million of Adjusted EBITDA.

The Proppant Production segment generated revenues of $52.8 million in the third quarter, which resulted in $17.3 million of Adjusted EBITDA. Approximately 24% of the Proppant Production segment’s revenue was intercompany.

The Manufacturing segment generated revenues of $61.5 million in the third quarter, which resulted in $0.1 million of Adjusted EBITDA. Approximately 80% of the Manufacturing segment’s revenue was intercompany.

Our Other Business Activities generated revenues of $51.3 million in the third quarter, which resulted in $4.8 million of Adjusted EBITDA. The Other Business Activities solely relate to the results of Flotek.

Capital Expenditures and Capital Allocation

Cash capital expenditures totaled $70 million in the third quarter, approximately flat from the prior quarter.

For the full year 2024, the Company expects to incur capital expenditures closer to the lower end of previously provided guidance. Maintenance-related capital expenditures are expected to be approximately $150 million to $200 million, while growth-related capital expenditures across all segments are expected to total approximately $100 million in 2024. The Company continues to monitor market conditions, industry dynamics and customer demand to appropriately align spending levels and growth initiative timelines. Currently, growth capital expenditures for 2024 are expected to be primarily related to frac fleet upgrades, investments in next generation technologies, and sand mine improvements.

Balance Sheet and Liquidity

Total debt outstanding as of September 30, 2024 was $1.17 billion. Net debt⁽³⁾ outstanding as of September 30, 2024 was $1.18 billion.

Total cash and cash equivalents as of September 30, 2024 was $25.5 million, of which $5.0 million was related to Flotek and not accessible by the Company.

As of September 30, 2024 the Company had $109.2 million of liquidity, including approximately $20.5 million in cash and cash equivalents, excluding Flotek, and $88.7 million of availability under its asset-based credit facility.

Footnotes

(1)

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.

(2)

Free Cash Flow is a Non-GAAP Financial Measure. Please see “Non-GAAP Financial Measures” at the end of this news release.

(3)

Net Debt 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 Tuesday, November 5, 2024 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 November 12, 2024 and may be accessed by calling 201-612-7415 and using passcode 13749864#. 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 technology-focused, vertically integrated and innovation-driven energy services holding company providing hydraulic fracturing, proppant production, related completion services and 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. The Company operates through three business segments: stimulation services, proppant production and manufacturing. For more information, please visit ProFrac’s website at 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. Forward-looking statements may be accompanied 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; customer, market and industry demand and expectations; the Company’s expectations about the contributions of AST; the Company’s expectations about price fluctuations, and macroeconomic conditions impacting the industry; competitive conditions in the industry; the Company’s ability to increase the utilization of its mining assets and lower our mining costs per ton; success of the Company’s ongoing strategic initiatives; the Company’s intention to increase the number of fully integrated fleets; the Company’s currently expected guidance regarding its 2024 and 2025 financial and operational results; the Company’s ability to earn its targeted rates of return; pricing of the Company’s services in light of the prevailing market conditions; the Company’s currently expected guidance regarding its planned capital expenditures; statements regarding the Company’s liquidity and debt obligations; the Company’s anticipated timing for operationalizing and amount of contribution from its fleets and its sand mines; expectations regarding pricing per ton range; the amount of capital that may be available to the Company in future periods; 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 ability to achieve the anticipated benefits of the Company’s acquisitions, mining operations, and vertical integration strategy, including risks and costs relating to integrating acquired assets and personnel; risks that the Company’s actions intended to achieve its 2024 and 2025 financial and operational guidance will be insufficient to achieve that guidance, either alone or in combination with external market, industry or other factors; the failure to operationalize or utilize to the extent anticipated the Company’s fleets and sand mines in a timely manner or at all; the Company's ability to deploy capital in a manner that furthers the Company's growth strategy, as well as the Company's general ability to execute its business plans; the risk that the Company may need more capital than it currently projects or that capital expenditures could increase beyond current expectations; industry conditions, including fluctuations in supply, demand and prices for the Company’s products and services and for natural gas; global and regional economic and financial conditions, including as they may be affected by hostilities in the Middle East and in Ukraine; the effectiveness of the Company’s risk management strategies; 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 2024 and 2025. 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, Free Cash Flow and Net Debt are non-GAAP financial measures and should not be considered as a substitute for net income (loss) or net cash from operating activities, respectively, 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 Free Cash Flow 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. We believe Adjusted EBITDA is an important supplemental measure because it allows 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 believe Free Cash Flow is an important supplemental liquidity measure of the cash that is available (if any), after purchases of property and equipment, for operational expenses, investment in our business, and to make acquisitions, and Free Cash Flow is useful to investors as a liquidity measure because it measures our ability to generate or use cash in excess of our capital investments in property and equipment. We believe Net Debt is an important supplemental measure of indebtedness for management and investors because it provides a more complete understanding of our leverage position and borrowing capacity after factoring in cash and cash equivalents.

We view Adjusted EBITDA and Free Cash Flow as important indicators of performance. We define Adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income taxes, (iii) depreciation, depletion and amortization, (iv) loss or gain on disposal of assets, (v) stock-based compensation, and (vi) other charges, such as certain credit losses, (gain) or loss on extinguishment of debt, unrealized loss (or gain) on investments, acquisition and integration expenses, litigation expenses and accruals for legal contingencies, acquisition earnout adjustments, severance charges, goodwill impairments, gains on insurance recoveries, transaction costs, third-party supply commitment charges, and impairments of long-lived assets. We define Free Cash Flow as net cash provided by or (used in) operating activities less investment in property, plant and equipment plus proceeds from sale of assets.

We believe that our presentation of Adjusted EBITDA and Free Cash Flow will provide useful information to investors in assessing our financial condition and results of operations.

Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Adjusted EBITDA should not be considered as an alternative to net income (loss). Adjusted EBITDA has important limitations as an analytical tool because it excludes some but not all items that affect the most directly comparable GAAP financial measure. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Net cash provided by operating activities is the GAAP measure most directly comparable to Free Cash Flow. Free Cash Flow should not be considered as an alternative to net cash provided by operating activities. Free Cash Flow has important limitations as an analytical tool including that Free Cash Flow does not reflect the cash requirements necessary to service our indebtedness and Free Cash Flow is not a reliable measure for actual cash available to the Company at any one time. Because Free Cash Flow may be defined differently by other companies in our industry, our definition of this Non-GAAP Financial Measure may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

Net Debt is defined as total debt plus unamortized debt discounts, premiums, and issuance costs less cash and cash equivalents. Total debt is the GAAP measure most directly comparable to Net Debt. Net Debt should not be considered as an alternative to total debt. Net Debt has important limitations as a measure of indebtedness because it does not represent the total amount of indebtedness of the Company.

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 Free Cash Flow to the most directly comparable GAAP financial measure for the periods indicated.

- Tables to Follow-

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Balance Sheets (unaudited)

	September 30,			December 31,
(In millions)	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	25.5		$	25.3
Accounts receivable, net		358.2			346.1
Accounts receivable — related party, net		12.8			6.8
Inventories		239.0			236.6
Prepaid expenses and other current assets		44.5			23.3
Total current assets		680.0			638.1
Property, plant, and equipment, net		1,825.3			1,779.0
Operating lease right-of-use assets, net		127.1			87.2
Goodwill		302.1			325.9
Intangible assets, net		158.1			173.5
Investments		7.5			28.9
Deferred tax assets		0.1			0.3
Other assets		35.6			37.8
Total assets	$	3,135.8		$	3,070.7

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	356.3		$	319.0
Accounts payable — related party		22.4			21.9
Accrued expenses		75.5			65.6
Current portion of long-term debt		171.9			126.4
Current portion of operating lease liabilities		19.5			24.5
Other current liabilities		62.2			84.1
Other current liabilities — related party		6.7			7.4
Total current liabilities		714.5			648.9
Long-term debt		986.7			923.5
Long-term debt — related party		14.6			18.6
Operating lease liabilities		113.4			67.8
Tax receivable agreement liability		68.1			68.1
Other liabilities		9.0			15.2
Total liabilities		1,906.3			1,742.1

Mezzanine equity:
Series A preferred stock		62.3			58.7

Stockholders' equity:
Class A common stock		1.5			1.5
Additional paid-in capital		1,229.5			1,225.4
Accumulated deficit		(129.7	)		(16.0	)
Accumulated other comprehensive income		0.3			0.3
Total stockholders' equity attributable to ProFrac Holding Corp.		1,101.6			1,211.2
Noncontrolling interests		65.6			58.7
Total stockholders' equity		1,167.2			1,269.9
Total liabilities, mezzanine equity, and stockholders' equity	$	3,135.8		$	3,070.7

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Statements of Operations (unaudited)

	Three Months Ended												Nine Months Ended
	Sep. 30			Jun. 30			Sep. 30			Jun. 30			Sep. 30			Sep. 30
(In millions)	2024			2024			2023			2023			2024			2023
Total revenues	$	575.3		$	579.4		$	574.2		$	709.2		$	1,736.2		$	2,140.9

Operating costs and expenses:
Cost of revenues, exclusive of depreciation, depletion and amortization		390.7			393.1			376.8			474.6			1,157.5			1,405.4
Selling, general, and administrative		51.9			54.1			52.7			63.5			156.6			186.0
Depreciation, depletion and amortization		112.7			103.4			111.5			108.9			328.9			330.7
Acquisition and integration costs		2.0			2.9			2.6			5.2			5.1			20.1
Goodwill impairment		6.8			67.7			—			—			74.5			—
Other operating expense, net		15.5			7.4			10.1			3.3			27.2			17.8
Total operating costs and expenses		579.6			628.6			553.7			655.5			1,749.8			1,960.0

Operating income (loss)		(4.3	)		(49.2	)		20.5			53.7			(13.6	)		180.9

Other income (expense):
Interest expense, net		(40.6	)		(39.6	)		(40.2	)		(41.0	)		(117.8	)		(116.1	)
Gain (loss) on extinguishment of debt		—			—			—			—			(0.8	)		4.1
Other income (expense), net		(0.1	)		(0.5	)		(4.9	)		(7.7	)		1.2			(22.0	)
Income (loss) before income taxes		(45.0	)		(89.3	)		(24.6	)		5.0			(131.0	)		46.9
Income tax benefit (expense)		1.5			23.7			6.7			(9.6	)		24.9			(9.6	)
Net income (loss)		(43.5	)		(65.6	)		(17.9	)		(4.6	)		(106.1	)		37.3
Less: net (income) loss attributable to noncontrolling interests		(1.7	)		(1.1	)		(1.0	)		1.5			(4.0	)		4.7
Less: net (income) loss attributable to redeemable noncontrolling interests		—			—			—			0.2			—			(41.8	)
Net income (loss) attributable to ProFrac Holding Corp.	$	(45.2	)	$	(66.7	)	$	(18.9	)	$	(2.9	)	$	(110.1	)	$	0.2
Net loss attributable to Class A common shareholders	$	(46.4	)	$	(67.9	)	$	(27.5	)	$	(2.9	)	$	(113.7	)	$	(8.4	)

ProFrac Holding Corp. (NasdaqGS: ACDC)

Consolidated Statements of Cash Flows (unaudited)

	Three Months Ended									Nine Months Ended
	Sep. 30			Jun. 30			Sep. 30			Sep. 30			Sep. 30
(In millions)	2024			2024			2023			2024			2023
Cash flows from operating activities:
Net income (loss)	$	(43.5	)	$	(65.6	)	$	(17.9	)	$	(106.1	)	$	37.3
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization		112.7			103.4			111.5			328.9			330.7
Amortization of acquired unfavorable contracts		(11.7	)		(10.9	)		(16.4	)		(39.1	)		(41.0	)
Stock-based compensation		1.1			2.9			4.4			6.1			27.3
Loss (gain) on disposal of assets, net		(1.4	)		0.3			(1.3	)		(2.5	)		(0.3	)
Gain on insurance recoveries		—			(3.2	)		—			(3.2	)		—
Non-cash loss (gain) on extinguishment of debt		—			—			—			0.8			(4.1	)
Amortization of debt issuance costs		3.6			4.4			5.9			11.2			18.8
Acquisition earnout adjustment		—			—			—			—			(6.6	)
Unrealized loss on investments, net		1.1			1.0			5.1			0.9			24.1
Provision for supply commitment charges		9.4			—			—			9.6			—
Goodwill impairment		6.8			67.7			—			74.5			—
Deferred tax expense (benefit)		1.8			(27.4	)		5.0			(25.4	)		5.0
Other non-cash items, net		(0.1	)		—			—			(0.1	)		0.1
Changes in operating assets and liabilities		18.2			40.9			27.3			35.2			119.5
Net cash provided by operating activities		98.0			113.5			123.6			290.8			510.8

Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(194.4	)		—			(194.4	)		(456.5	)
Investment in property, plant & equipment		(70.0	)		(61.9	)		(52.6	)		(191.8	)		(233.9	)
Proceeds from sale of assets		2.9			22.4			1.6			31.9			3.0
Proceeds from insurance recoveries		0.1			4.4			—			4.5			—
Other investments		—			(2.0	)		—			(2.0	)		—
Net cash used in investing activities		(67.0	)		(231.5	)		(51.0	)		(351.8	)		(687.4	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		15.5			120.9			14.5			136.4			334.7
Repayments of long-term debt		(54.4	)		(18.1	)		(23.4	)		(110.0	)		(103.9	)
Borrowings from revolving credit agreements		546.2			533.1			355.3			1,580.4			1,219.9
Repayments of revolving credit agreements		(536.9	)		(518.5	)		(469.5	)		(1,540.6	)		(1,315.4	)
Payment of debt issuance costs		(0.1	)		(2.3	)		(0.4	)		(3.5	)		(18.9	)
Tax withholding related to net share settlement of equity awards		—			(1.4	)		—			(1.5	)		(0.8	)
Proceeds from issuance of Series A preferred stock		—			—			50.0			—			50.0
Payment of Series A preferred stock issuance costs		—			—			(1.1	)		—			(1.1	)
Net cash provided by (used in) financing activities		(29.7	)		113.7			(74.6	)		61.2			164.5

Net increase (decrease) in cash, cash equivalents, and restricted cash		1.3			(4.3	)		(2.0	)		0.2			(12.1	)
Cash, cash equivalents, and restricted cash beginning of period		24.2			28.5			27.8			25.3			37.9
Cash, cash equivalents, and restricted cash end of period	$	25.5		$	24.2		$	25.8		$	25.5		$	25.8

ProFrac Holding Corp. (NasdaqGS: ACDC)

Reconciliation of Net Income (Loss) to Adjusted EBITDA

	Three Months Ended												Nine Months Ended
	Sep. 30			Jun. 30			Sep. 30			Jun. 30			Sep. 30			Sep. 30
(In millions)	2024			2024			2023			2023			2024			2023
Net income (loss)	$	(43.5	)	$	(65.6	)	$	(17.9	)	$	(4.6	)	$	(106.1	)	$	37.3

Interest expense, net		40.6			39.6			40.2			41.0			117.8			116.1
Depreciation, depletion and amortization		112.7			103.4			111.5			108.9			328.9			330.7
Income tax expense (benefit)		(1.5	)		(23.7	)		(6.7	)		9.6			(24.9	)		9.6
Loss (gain) on disposal of assets, net		(1.4	)		0.3			(1.3	)		(0.5	)		(2.5	)		(0.3	)
Loss (gain) on extinguishment of debt		—			—			—			—			0.8			(4.1	)
Acquisition earnout adjustment		—			—			—			(3.6	)		—			(6.6	)
Stock-based compensation		1.1			2.9			2.3			2.4			6.1			7.6
Stock-based compensation related to deemed contributions		—			—			2.1			7.4			—			19.7
Provision for credit losses, net of recoveries		—			—			—			—			—			0.1
Transaction costs		3.9			—			—			—			3.9			—
Severance charges		0.7			1.1			1.1			—			2.5			1.1
Acquisition and integration costs		2.0			2.9			2.6			5.2			5.1			20.1
Supply commitment charges		9.4			—			—			—			9.6			—
Impairment of goodwill		6.8			67.7			—			—			74.5			—
Gain on insurance recoveries		—			(3.2	)		—			—			(3.2	)		—
Litigation expenses and accruals for legal contingencies		2.9			9.2			10.3			7.4			16.9			23.5
Unrealized loss on investments, net		1.1			1.0			5.1			9.3			0.9			24.1
Adjusted EBITDA	$	134.8		$	135.6		$	149.3		$	182.5		$	430.3		$	578.9

ProFrac Holding Corp. (NasdaqGS: ACDC)

Segment Information

	Three Months Ended												Nine Months Ended
	Sep. 30			Jun. 30			Sep. 30			Jun. 30			Sep. 30			Sep. 30
(In millions)	2024			2024			2023			2023			2024			2023
Revenues
Stimulation services	$	507.1		$	505.6		$	489.5		$	608.2		$	1,530.0		$	1,887.9
Proppant production		52.8			69.5			98.4			109.8			200.0			290.4
Manufacturing		61.5			55.9			43.8			31.1			160.9			142.0
Other		51.3			47.6			48.6			51.7			140.6			149.5
Total segments		672.7			678.6			680.3			800.8			2,031.5			2,469.8
Eliminations		(97.4	)		(99.2	)		(106.1	)		(91.6	)		(295.3	)		(328.9	)
Total revenues	$	575.3		$	579.4		$	574.2		$	709.2		$	1,736.2		$	2,140.9

Adjusted EBITDA
Stimulation services	$	112.6		$	107.3		$	93.3		$	122.9		$	345.1		$	421.9
Proppant production		17.3			25.7			51.6			57.8			71.4			150.7
Manufacturing		0.1			0.1			1.6			3.1			4.6			12.7
Other		4.8			4.4			2.8			(1.3	)		12.8			(6.4	)
Total segments		134.8			137.5			149.3			182.5			433.9			578.9
Eliminations		—			(1.9	)		—			—			(3.6	)		—
Total adjusted EBITDA	$	134.8		$	135.6		$	149.3		$	182.5		$	430.3		$	578.9

ProFrac Holding Corp. (NasdaqGS: ACDC)

Net Debt

	September 30,			December 31,
(In millions)	2024			2023
Current portion of long-term debt	$	171.9		$	126.4
Long-term debt		986.7			923.5
Long-term debt — related party		14.6			18.6
Total debt		1,173.2			1,068.5

Plus: unamortized debt discounts, premiums, and issuance costs		32.5			39.4
Total principal amount of debt		1,205.7			1,107.9

Less: cash and cash equivalents		(25.5	)		(25.3	)
Net debt	$	1,180.2		$	1,082.6

ProFrac Holding Corp. (NasdaqGS: ACDC)

Free Cash Flow

	Three Months Ended
	September 30,			June 30,
(In millions)	2024			2024
Net cash provided by operating activities	$	98.0		$	113.5

Investment in property, plant & equipment		(70.0	)		(61.9	)
Proceeds from sale of assets		2.9			22.4
Free cash flow	$	30.9		$	74.0

Cover	Nov. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 2024
Entity File Number	001-41388
Entity Registrant Name	ProFrac Holding Corp.
Entity Central Index Key	0001881487
Entity Tax Identification Number	87-2424964
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	333 Shops Boulevard
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Willow Park
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76087
City Area Code	254
Local Phone Number	776-3722
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	ACDC
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase Class A common stock
Trading Symbol	ACDCW
Security Exchange Name	NASDAQ