Quarterly report pursuant to Section 13 or 15(d)

Related party transactions

v3.22.2
Related party transactions
3 Months Ended
Mar. 31, 2022
Related Party Transactions [Abstract]  
Related party transactions

10. Related party transactions

In the normal course of business, the ProFrac Predecessor has entered into transactions with related parties where the Wilks (or entities they control) hold a controlling financial interest. During the three months ended March 31, 2022 and 2021, the ProFrac Predecessor had related party transactions with the following related party entities

Automatize, LLC (“Automatize”) is a logistics company that provides for the delivery of proppants on behalf of its customers, including the ProFrac Predecessor. Amounts paid to Automatize are recorded in cost of revenues, exclusive of depreciation and depletion on our consolidated statements of operations.

Cisco Logistics, LLC (“Cisco Logistics”) is a logistics company that delivers sand and equipment on behalf of its customers, including the ProFrac Predecessor. Amounts paid to Cisco Logistics are recorded in cost of revenues, exclusive of depreciation and depletion on our consolidated statements of operations.

Equify Risk Services, LLC (“Equify Risk”) is an insurance broker that negotiates and secures insurance policies on behalf of its customers, including the ProFrac Predecessor. Amounts paid to Equify Risk are recorded in selling, general and administrative expenses on our consolidated statements of operations.

Equify Financial, LLC (“Equify Financial”) is a finance company that provides equipment and other financing to its customers, including the ProFrac Predecessor. Amounts paid to Equify Financial are recorded in interest expenses on our consolidated statements of operations, and repayments of long-term debt on our consolidated statements of cash flows. See Note 7—Indebtedness for additional disclosures related to related party credit agreements.

Wilks Brothers, LLC (“Wilks Brothers”) is a management company which provides administrative support to various businesses within their portfolio. Wilks Brothers and certain entities under its control will at times incur expenses on behalf of the ProFrac

Predecessor, billing the ProFrac Predecessor for these expenses at cost as well as certain management fees. Amounts paid to Wilks Brothers are generally recorded in selling, general and administrative expenses on our consolidated statements of operations.

Interstate Explorations, LLC (“Interstate”) is an exploration and development company for which ProFrac LLC performs pressure pumping services, and from which the Company has a short-term lease for certain office space.

Flying A Pump Services, LLC (“Flying A”) is an oilfield services company which provides pump down and acid services, to which ProFrac LLC rents and sells equipment and frac fleet components.

MC Estates, LLC and the Shops at Willow Park, LLC (“Related Lessors”) own various industrial parks and office space leased by the ProFrac Predecessor. Amounts paid to Related Lessors are recorded in selling, general and administrative expenses on our consolidated statements of operations.

Wilks Construction Company, LLC (“Wilks Construction”) is a construction company that has built and made renovations to several buildings for the Company, including construction of a new sand plant. Amounts paid to Wilks Construction are recorded in capital expenditures on our consolidated statements of cash flows.

3 Twenty-Three, LLC (“3 Twenty-Three”) is a payroll administrator which performs payroll services on behalf of its customers, including the ProFrac Predecessor. Amounts paid to 3 Twenty-Three are recorded in cost of revenues, exclusive of depreciation and depletion and selling, general and administrative expenses on our consolidated statements of operations.

Carbo Ceramics Inc. (“Carbo”) is a provider of ceramic proppant which will at times purchase conventional proppant from the Company to act as a broker for its customers. Additionally, the Company will at times purchase manufactured proppant from Carbo for the stimulation services segment.

FHE (“FHE”) is a provider of production and well completion equipment used at the wellsite. Its RigLock and FracLock systems remotely connect surface equipment to the wellhead that keeps crews safer and speeds up operations while also reducing the volume of high-pressure iron. Amounts paid to FHE are recorded in capital expenditures on our consolidated statements of cash flows.

The following table summarizes expenditures with related parties for the three months ended March 31, 2022 and 2021:

 

 

 

Three Months Ended March 31,

 

(In thousands)

 

2022

 

 

2021

 

Automatize

 

$

14,275

 

 

$

12,756

 

FHE

 

 

3,250

 

 

 

 

Wilks Brothers

 

 

257

 

 

 

2,554

 

Related Lessors

 

 

1,223

 

 

 

1,538

 

Wilks Construction

 

 

941

 

 

 

 

Equify Financial

 

 

685

 

 

 

 

3 Twenty-Three

 

 

247

 

 

 

 

Carbo

 

 

 

 

 

353

 

Cisco Logistics

 

 

 

 

 

264

 

Interstate

 

 

20

 

 

 

8

 

Equify Risk

 

 

 

 

 

3

 

Other

 

 

38

 

 

 

10

 

Total

 

$

20,936

 

 

$

17,486

 

 

The following table summarizes related party accounts payable as of March 31, 2022 and December 31, 2021:

 

 

 

March 31,

 

 

December 31,

 

(In thousands)

 

2022

 

 

2021

 

Automatize

 

$

10,125

 

 

$

11,198

 

Wilks Brothers

 

 

8,632

 

 

 

9,990

 

Wilks Construction

 

 

707

 

 

 

57

 

Carbo

 

 

28

 

 

 

10

 

Related Lessors

 

 

37

 

 

 

1

 

Other

 

 

24

 

 

 

19

 

Total

 

$

19,553

 

 

$

21,275

 

 

 

The following table summarizes revenue from related parties for the three months ended March 31, 2022 and 2021:

 

 

 

Three Months Ended March 31,

 

(In thousands)

 

2022

 

 

2021

 

Flying A

 

$

1,372

 

 

$

951

 

Carbo

 

 

249

 

 

 

20

 

Wilks Brothers

 

 

1

 

 

 

(2

)

Other

 

 

 

 

 

9

 

Total

 

$

1,622

 

 

$

978

 

 

The following table summarizes related party accounts receivable as of March 31, 2022 and December 31, 2021:

 

 

 

March 31,

 

 

December 31,

 

(In thousands)

 

2022

 

 

2021

 

Flying A

 

$

1,528

 

 

$

2,412

 

Cisco Logistics

 

 

1,493

 

 

 

1,489

 

Carbo

 

 

193

 

 

 

591

 

Other

 

 

182

 

 

 

23

 

Total

 

$

3,396

 

 

$

4,515

 

 

Additionally, in January and February of 2021, ProFrac LLC executed two agreements with one of ProFrac LLC’s members for the sale of certain lots of equipment, in exchange for $8.7 million in cash, an amount that approximates the net book value of the assets. Under these agreements, for any assets subsequently resold by the member, ProFrac LLC will reimburse the member for a certain percentage of the net loss, or conversely be entitled to a certain percentage of the net gain, at rates established in the agreements. As of March 31, 2022, the majority of the assets have been sold by the member, and ProFrac LLC’s remaining liability of approximately $0.2 million for assets that have not been resold has been recorded.

On February 4, 2022, THRC Holdings entered into a Rights Agreement with Encantor Properties LP, one of the sellers from whom the Company purchased the Munger Ranch property, under which the related party was assigned rights to $8.1 million of the $30.0 million in consideration related to the Munger purchase. As part of the IPO completed in May 2022, the sellers of Munger Ranch were issued 2,114,273 shares of Class A Common Stock in exchange for the $30.0 million consideration related to the Munger Ranch purchase. See Note 15 – Subsequent Events.