Quarterly report pursuant to Section 13 or 15(d)

Related party transactions

v3.22.2.2
Related party transactions
9 Months Ended
Sep. 30, 2022
Related Party Transactions [Abstract]  
Related party transactions

13. Related party transactions

In the normal course of business, the Company has entered into transactions with related parties where the Wilks (or entities they control) hold a controlling financial interest. During the three and nine months ended September 30, 2022 and 2021, the Company had related party transactions with the following related party entities:

Automatize, LLC (“Automatize”) is a logistics broker that facilitates the last-mile delivery of proppants on behalf of its customers, including the Company. Amounts paid to Automatize include costs passed through to third-party trucking companies and a commission retained by Automatize. These payments are recorded in cost of revenues, exclusive of depreciation and depletion 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 Company. 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 Company. 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 Company. 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 its portfolio. Wilks Brothers and certain entities under its control will at times incur expenses on behalf of the Company, billing the Company 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 the Company 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 the Company rents and sells equipment and frac fleet components.

MC Estates, LLC, The Shops at Willow Park, and FTSI Industrial, LLC (collectively, the “Related Lessors”) own various industrial parks and office space leased by the Company. Amounts paid to the 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 Company. 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 USA LLC (“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 and nine months ended September 30, 2022 and 2021:

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(In thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Automatize

 

$

22,428

 

 

$

25,228

 

 

$

72,279

 

 

$

56,496

 

FHE

 

 

4,025

 

 

 

 

 

 

11,302

 

 

 

 

Wilks Brothers

 

 

5,503

 

 

 

4,419

 

 

 

14,302

 

 

 

8,926

 

Related Lessors

 

 

1,821

 

 

 

1,604

 

 

 

6,469

 

 

 

4,719

 

Wilks Construction

 

 

9,327

 

 

 

 

 

 

22,716

 

 

 

 

Equify Financial

 

 

 

 

 

1,853

 

 

 

986

 

 

 

1,853

 

3 Twenty-Three

 

 

 

 

 

974

 

 

 

247

 

 

 

974

 

Carbo

 

 

863

 

 

 

160

 

 

 

941

 

 

 

513

 

Cisco Logistics

 

 

 

 

 

85

 

 

 

 

 

 

509

 

Interstate

 

 

 

 

 

24

 

 

 

20

 

 

 

56

 

Equify Risk

 

 

 

 

 

 

 

 

 

 

 

3

 

Other

 

 

29

 

 

 

29

 

 

 

149

 

 

 

81

 

Total

 

$

43,996

 

 

$

34,376

 

 

$

129,411

 

 

$

74,130

 

 

 

The following table summarizes related party accounts payable as of September 30, 2022 and December 31, 2021:

 

 

 

September 30,

 

 

December 31,

 

(In thousands)

 

2022

 

 

2021

 

Automatize

 

$

15,184

 

 

$

11,198

 

Wilks Brothers

 

 

15,049

 

 

 

9,990

 

Wilks Construction

 

 

4,640

 

 

 

57

 

Cisco Logistics

 

 

1

 

 

 

 

Carbo

 

 

0

 

 

 

10

 

Related Lessors

 

 

37

 

 

 

1

 

Other

 

 

0

 

 

 

19

 

Total

 

$

34,911

 

 

$

21,275

 

 

The following table summarizes revenue from related parties for the three and nine months ended September 30, 2022 and 2021:

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

(In thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Flying A

 

$

1,273

 

 

$

573

 

 

$

3,193

 

 

$

2,701

 

Carbo

 

 

31

 

 

 

395

 

 

 

784

 

 

 

574

 

Wilks Brothers

 

 

1

 

 

 

 

 

 

4

 

 

 

5

 

Interstate

 

 

4

 

 

 

2

 

 

 

4

 

 

 

113

 

Other

 

 

6

 

 

 

1

 

 

 

7

 

 

 

35

 

Total

 

$

1,315

 

 

$

971

 

 

$

3,992

 

 

$

3,428

 

 

The following table summarizes related party accounts receivable as of September 30, 2022 and December 31, 2021:

 

 

 

September 30,

 

 

December 31,

 

(In thousands)

 

2022

 

 

2021

 

Flying A

 

$

2,603

 

 

$

2,412

 

Cisco Logistics

 

 

1,493

 

 

 

1,489

 

Carbo

 

 

96

 

 

 

591

 

Interstate

 

 

316

 

 

 

 

Other

 

 

2

 

 

 

23

 

Total

 

$

4,510

 

 

$

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 September 30, 2022, substantially all of the assets have been sold by the member.

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.