Annual report pursuant to Section 13 and 15(d)

Related Party Transactions

v3.23.1
Related Party Transactions
12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related party transactions

16. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company has entered into transactions with related parties where the Wilks Parties hold a controlling financial interest. During the years ended December 31, 2022, 2021 and 2020, 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. Additionally, during 2021 the Company incurred costs associated with the refurbishment of certain equipment owned by Cisco Logistics and recorded a receivable of $1.5 million for reimbursement of these expenditures.

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 6 –Debt” 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 pressure pumping, acid, and cementing 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 revenue from related parties:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Flying A

 

$

3.4

 

 

$

2.7

 

 

$

0.3

 

Carbo

 

 

0.8

 

 

 

1.0

 

 

 

0.2

 

Wilks Brothers

 

 

-

 

 

 

0.1

 

 

 

-

 

Interstate

 

 

-

 

 

 

0.1

 

 

 

-

 

Automatize

 

 

-

 

 

 

-

 

 

 

0.7

 

Other

 

 

-

 

 

 

-

 

 

 

0.1

 

Total revenues—related party

 

$

4.2

 

 

$

3.9

 

 

$

1.3

 

The following table summarizes expenditures with related parties:

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Automatize

 

$

110.8

 

 

$

80.5

 

 

$

26.2

 

FHE

 

 

14.3

 

 

 

-

 

 

 

-

 

Wilks Brothers

 

 

17.0

 

 

 

15.5

 

 

 

16.6

 

Related Lessors

 

 

9.1

 

 

 

6.3

 

 

 

6.1

 

Wilks Construction

 

 

38.9

 

 

 

-

 

 

 

0.1

 

Equify Financial

 

 

1.0

 

 

 

2.9

 

 

 

2.3

 

3 Twenty-Three

 

 

0.3

 

 

 

1.0

 

 

 

1.1

 

Carbo

 

 

1.3

 

 

 

0.5

 

 

 

-

 

Cisco Logistics

 

 

-

 

 

 

0.5

 

 

 

4.2

 

Interstate

 

 

-

 

 

 

0.1

 

 

 

-

 

Equify Risk

 

 

-

 

 

 

-

 

 

 

1.6

 

Other

 

 

0.4

 

 

 

0.1

 

 

 

-

 

Total expenditures—related party

 

$

193.1

 

 

$

107.4

 

 

$

58.2

 

The following table summarizes related party accounts receivable:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Flying A

 

$

1.5

 

 

$

2.4

 

Cisco Logistics

 

 

-

 

 

 

1.5

 

Carbo

 

 

0.1

 

 

 

0.6

 

Interstate

 

 

0.3

 

 

 

-

 

Other

 

 

0.2

 

 

 

-

 

Total accounts receivable—related party

 

$

2.1

 

 

$

4.5

 

 

The following table summarizes related party accounts payable:

 

 

December 31,

 

 

 

2022

 

 

2021

 

Automatize

 

$

8.8

 

 

$

11.2

 

Wilks Brothers

 

 

7.1

 

 

 

10.0

 

Wilks Construction

 

 

7.9

 

 

 

0.1

 

Carbo

 

 

0.2

 

 

 

-

 

Total accounts payable—related party

 

$

24.0

 

 

$

21.3

 

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 would reimburse the member for a certain percentage of the net loss, or conversely would be entitled to a certain percentage of the net gain, at rates established in the agreements. As of December 31, 2022, substantially all of the assets have been sold by the member and no adjustment to the consideration paid was necessary.

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 West Munger property, under which the related party was assigned rights to $8.1 million of the $30.0 million in consideration related to the West Munger Acquisition. In May 2022, as part of the IPO, the sellers of West Munger were issued 2,114,273 shares of Class A Common Stock in exchange for the $30.0 million consideration related to the West Munger Acquisition.

On January 11, 2023, the board of directors of ProFrac Corp. approved the appointment of Mr. Coy Randle, the then Chief Operating Officer of ProFrac Corp., to the board of directors of ProFrac Corp. Additionally, Mr. Randle entered into a consulting agreement with ProFrac Corp., effective as of January 13, 2023, pursuant to which Mr. Randle agreed to provide general operational advice to ProFrac Corp. and its direct and indirect operating subsidiaries for an annual fee of $0.2 million. Pursuant to the consulting agreement, ProFrac Corp. will also pay healthcare insurance premiums on behalf of Mr. Randle and will allow Mr. Randle to use a Company vehicle for the duration of the consulting agreement. The consulting agreement has a term of one (1) year and will renew automatically for one (1) additional year unless either party notifies the other in writing at least sixty (60) days prior to the initial one (1) year termination date.