ProFrac Holding Corp. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Business Combinations and Asset Acquisition (Tables)

Business Combinations and Asset Acquisition (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Unaudited Pro Forma Results of Operations

The following combined pro forma results of operations have been prepared as though the USWS, FTSI, Flotek, Monahans, REV, and Monarch acquisitions had been completed on January 1, 2020. Pro forma amounts presented below are for illustrative purposes only and does not reflect future events that occurred after December 31, 2022 or any operating efficiencies or inefficiencies that may result from these significant acquisitions. The results of operations are not necessarily indicative of results that would have been achieved had we controlled USWS, FTSI, Flotek, Monahans, REV, and Monarch during the periods presented.


	Year Ended December 31,
(Unaudited)	2022		2021
Revenue	$	2,947.3	$	1,581.8
Net income (loss)	$	242.2	$	(300.8	)

FTS International, Inc

Business Acquisition [Line Items]

Summary of Preliminary Allocation of Purchase Price

The following table summarizes the fair value of consideration transferred in the FTSI Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the FTSI Acquisition Date:


Total purchase consideration	$	405.7

Cash and cash equivalents		53.8
Accounts receivable		89.3
Prepaid expense and other assets		4.0
Inventories		42.3
Property, plant and equipment		307.1
Operating lease right-of-use asset		2.7
Intangible assets		1.2
Other assets		1.6
Total identifiable assets acquired		502.0
Accounts payable		63.0
Accrued expenses		19.3
Operating lease liability current		1.2
Current portion of debt		10.1
Other current liabilities		0.3
Operating lease liability non-current		1.5
Other non-current liabilities		0.9
Total liabilities assumed		96.3
Goodwill		-
Total purchase consideration	$	405.7

Flotek Industries, Inc.

Business Acquisition [Line Items]

Summary of Preliminary Allocation of Purchase Price

The following table summarizes the fair value of consideration transferred in the transaction, which consisted of settlement of pre-existing relationships, and its allocation to the fair values of Flotek’s assets, liabilities and noncontrolling interest as of May 17, 2022 (the “Flotek Acquisition Date”):


Settlement of pre-existing relationships:
Accounts payable	$	(2.7	)
Supply Agreement contract liability		(9.9	)
Fair value of previously held interest in 10% Convertible PIK Notes		30.2
Total purchase consideration	$	17.6

Cash and cash equivalents	$	21.7
Accounts receivable		18.9
Inventories		12.2
Assets held for sale		1.8
Other current assets		3.4
Property and equipment		21.6
Operating lease right-of-use assets		3.9
Deferred tax assets		0.3
Total identifiable assets acquired		83.8
Accounts payable and accrued liabilities		24.2
Operating lease liabilities		7.4
Finance lease liabilities		0.1
Long-term debt		17.1
Other liabilities		0.1
Total liabilities assumed		48.9
Noncontrolling interests		99.0
Goodwill		81.7
Total purchase consideration	$	17.6

Monahans

Business Acquisition [Line Items]

Summary of Preliminary Allocation of Purchase Price

The following table summarizes the fair value of consideration transferred in the Monahans Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Monahans Acquisition Date:


Total purchase consideration	$	97.4

Cash and cash equivalents		0.1
Accounts receivable		11.1
Prepaid expense and other assets		0.6
Inventories		3.2
Property, plant and equipment		115.7
Intangible assets		6.2
Other assets		8.9
Total identifiable assets acquired		145.8
Accounts payable		8.2
Accrued expenses		1.0
Other current liabilities		4.4
Other non-current liabilities		38.1
Total liabilities assumed		51.7
Goodwill		3.3
Total purchase consideration	$	97.4

U.S. Well Services, Inc.

Business Acquisition [Line Items]

Summary of Preliminary Allocation of Purchase Price

The following table summarizes the fair value of consideration transferred in the USWS Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the USWS Acquisition Date:


Total purchase consideration	$	479.1

Cash and cash equivalents		19.4
Accounts receivable		34.3
Prepaid expense and other assets		9.9
Inventories		18.3
Property, plant and equipment		278.4
Operating lease right-of-use assets		40.9
Intangible assets		136.3
Other assets		0.4
Total identifiable assets acquired		537.9
Accounts payable		68.3
Accrued expenses		13.9
Current portion of debt		13.1
Current portion of operating lease liabilities		24.0
Current portion of finance lease liabilities		1.8
Warrant liabilities		15.6
Long-term debt		27.7
Long-term operating lease liabilities		16.9
Long-term finance lease liabilities		4.9
Total liabilities assumed		186.2
Goodwill		127.4
Total purchase consideration	$	479.1

Monarch Silica, LLC

Business Acquisition [Line Items]

Summary of Preliminary Allocation of Purchase Price

The following table summarizes the fair value of consideration transferred in the Monarch Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the Monarch Acquisition Date:


Total purchase consideration	$	164.6

Cash and cash equivalents		3.1
Accounts receivable		5.9
Inventories		1.3
Property, plant and equipment		147.9
Operating lease right-of-use assets		0.6
Intangible assets		6.1
Total identifiable assets acquired		164.9
Accounts payable		1.3
Accrued expenses		0.6
Current portion of operating lease liabilities		0.2
Long-term operating lease liabilities		0.4
Total liabilities assumed		2.5
Goodwill		2.2
Total purchase consideration	$	164.6

REV Energy Holdings, LLC

Business Acquisition [Line Items]

Summary of Preliminary Allocation of Purchase Price

The following table summarizes the fair value of consideration transferred in the REV Acquisition and the allocation of the purchase price to the fair values of assets acquired and liabilities assumed at the REV Acquisition Date:


Total purchase consideration	$	145.2

Cash and cash equivalents		0.2
Accounts receivable		10.7
Prepaid expense and other assets		1.5
Inventories		0.7
Property, plant and equipment		75.0
Intangible assets		53.0
Other assets		0.1
Total identifiable assets acquired		141.2
Accounts payable		14.1
Accrued expenses		2.4
Current portion of debt		1.9
Long-term debt		3.6
Total liabilities assumed		22.0
Goodwill		26.0
Total purchase consideration	$	145.2