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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023

or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission File Number 1-13270
 
FLOTEK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware90-0023731
(State of other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
8846 N. Sam Houston Parkway W. Houston,TX
77064
(Address of principal executive offices)(Zip Code)
(713) 849-9911
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueFTKNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer
Smaller reporting company 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 
At August 8, 2023, there were 152,401,483 outstanding shares of the registrant’s common stock, $0.0001 par value.




TABLE OF CONTENTS
 
Forward-Looking Statements
PART I - FINANCIAL INFORMATION
Unaudited Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022
Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2023 and 2022
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022
PART II - OTHER INFORMATION
Legal Proceedings
Item 1ARisk Factors
SIGNATURES


2


FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q (this “Quarterly Report”), and in particular, Part I, Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of the safe harbor provisions, 15 U.S.C. § 78u-5, of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, but instead represent the current assumptions and beliefs regarding future events of Flotek Industries, Inc. (“Flotek” or the “Company”), many of which, by their nature, are inherently uncertain and outside the Company’s control. Such statements include estimates, projections, and statements related to the Company’s business plan, objectives, expected operating results, and assumptions upon which those statements are based. The forward-looking statements contained in this Quarterly Report are based on information available as of the date of this Quarterly Report.
The forward-looking statements relate to future industry trends and economic conditions, forecast performance or results of current and future initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on the Company’s business, future operating results and liquidity. These forward-looking statements generally are identified by words including but not limited to, “anticipate,” “believe,” “estimate,” “commit,” “budget,” “aim,” “potential,” “schedule,” “continue,” “intend,” “expect,” “plan,” “forecast,” “target,” “think,” “likely,” “project” and similar expressions, or future-tense or conditional constructions such as “will,” “may,” “should,” “could” and “would,” or the negative thereof or other variations thereon or comparable terminology. The Company cautions that these statements are merely predictions and are not to be considered guarantees of future performance. Forward-looking statements may also include statements regarding the anticipated performance under long-term supply agreements or amendments thereto and the potential value thereof or revenue thereunder. Forward-looking statements are based upon current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially from those projected, anticipated or implied.
A detailed discussion of potential risks and uncertainties that could cause actual results and events to differ materially from forward-looking statements include, but are not limited to, those discussed in Part I, Item 1A — “Risk Factors” of the Annual Report on Form 10-K for the year ended December 31, 2022 (“Annual Report” or “2022 Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on March 23, 2023, and periodically in subsequent reports filed with the SEC. The Company has no obligation, and we disclaim any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law.
In certain places in this Quarterly Report on Form 10-Q, we may refer to statements provided by third parties that purport to describe trends or developments in supply chain or energy exploration and production and activity and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information.

The following information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Part 1, Item 1 of this Quarterly Report on Form 10-Q and related disclosures and our 2022 Annual Report.

3


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
FLOTEK INDUSTRIES INC, UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
June 30, 2023December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents$8,841 $12,290 
Restricted cash101 100 
Accounts receivable, net of allowance for credit losses of $682 and $623 at June 30, 2023 and December 31, 2022, respectively
16,855 19,136 
Accounts receivable, related party, net of allowance for credit losses of $0 at June 30, 2023 and December 31, 2022, respectively
23,033 22,683 
Inventories, net18,397 15,720 
Other current assets4,051 4,045 
Current contract assets7,716 7,113 
Total current assets78,994 81,087 
Long-term contract assets69,583 72,576 
Property and equipment, net4,753 4,826 
Operating lease right-of-use assets4,279 5,900 
Deferred tax assets, net404 404 
Other long-term assets17 17 
TOTAL ASSETS$158,030 $164,810 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$44,949 $33,375 
Accrued liabilities5,178 8,984 
Income taxes payable12 97 
Interest payable 130 
Current portion of operating lease liabilities2,902 3,328 
Current portion of finance lease liabilities37 36 
Current portion of long-term debt179 2,052 
Convertible notes payable 19,799 
Contract Consideration Convertible Notes Payable 83,570 
Total current liabilities53,257 151,371 
Deferred revenue, long-term35 44 
Long-term operating lease liabilities6,584 8,044 
Long-term finance lease liabilities3 19 
Long-term debt149 2,736 
TOTAL LIABILITIES60,028 162,214 
Stockholders’ equity:
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding
  
Common stock, $0.0001 par value, 240,000,000 shares authorized; 158,220,075 shares issued and 151,541,446 shares outstanding at June 30, 2023 ; 83,915,918 shares issued and 77,788,391 shares outstanding at December 31, 2022
15 8 
Additional paid-in capital462,517 388,177 
Accumulated other comprehensive income 147 181 
Accumulated deficit(330,197)(351,519)
Treasury stock, at cost; 6,678,629 and 6,127,527 shares at June 30, 2023 and December 31, 2022, respectively
(34,480)(34,251)
Total stockholders’ equity98,002 2,596 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$158,030 $164,810 
The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
4


FLOTEK INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Revenue:
Revenue from external customers$17,820 $12,824 $29,472 $23,206 
Revenue from related party32,774 16,549 69,130 19,046 
Total revenues50,594 29,373 98,602 42,252 
Cost of sales46,690 31,678 92,817 45,036 
Gross profit (loss)3,904 (2,305)5,785 (2,784)
Operating costs and expenses:
Selling, general, and administrative8,351 6,821 14,803 11,707 
Depreciation174 182 349 377 
Research and development860 1,115 1,474 2,530 
Severance costs(2,279)610 (56)603 
Gain on sale of property and equipment (1,914) (1,906)
Gain on lease termination   (584)
Gain in fair value of Contract Consideration Convertible Notes Payable(3,874)(17,158)(29,969)(13,266)
Total operating costs and expenses3,232 (10,344)(13,399)(539)
Income (loss) from operations672 8,039 19,184 (2,245)
Other income (expense):
Payment protection plan loan forgiveness  4,522  
Interest expense(705)(1,597)(2,377)(2,265)
Other income (expense), net19 (104)9 120 
Total other income (expense)(686)(1,701)2,154 (2,145)
Income (loss) before income taxes(14)6,338 21,338 (4,390)
Income tax expense (7)(98)(16)(94)
Net income (loss)$(21)$6,240 $21,322 $(4,484)
Income (loss) per common share:
Basic$ $0.08 $0.18 $(0.06)
Diluted (see Note 14, “Earnings (Loss) Per Share”)$(0.02)$(0.05)$(0.04)$(0.12)
Weighted average common shares:
Weighted average common shares used in computing basic income (loss) per common share143,433 74,861 121,244 73,476 
Weighted average common shares used in computing diluted loss per common share169,500 124,335 164,165 107,086 

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
5



FLOTEK INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
    
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Net income (loss)$(21)$6,240 $21,322 $(4,484)
Other comprehensive income (loss):
Foreign currency translation adjustment(13)87 (34)95 
Comprehensive income (loss)$(34)$6,327 $21,288 $(4,389)










































The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
6


FLOTEK INDUSTRIES, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (in thousands)
Six months ended June 30,
 20232022
Cash flows from operating activities:
Net income (loss)$21,322 $(4,484)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of contingent consideration(324)(134)
Change in fair value of Contract Consideration Convertible Notes Payable (29,969)(13,266)
Amortization of convertible note issuance cost83 414 
Paid-in-kind interest expense 2,284 1,819 
Amortization of contract assets2,390 737 
Depreciation349 377 
Provision for credit losses, net of recoveries63 87 
Provision for excess and obsolete inventory497 769 
Gain on sale of property and equipment (1,906)
Gain on lease termination  (584)
Lease expense1,621 112 
Stock compensation expense(836)1,591 
Deferred income tax benefit  (5)
Paycheck protection plan loan forgiveness(4,522) 
Changes in current assets and liabilities:
Accounts receivable2,218 (21,741)
Accounts receivable, related party(350)11,600 
Inventories(3,158)(4,521)
Income taxes receivable 7 
Other assets(6)(232)
Contract assets (3,600)
Accounts payable11,574 12,154 
Accrued liabilities(3,491)(2,924)
Operating lease liabilities(1,886)(308)
Income taxes payable(85)99 
Interest payable(8)24 
Net cash used in operating activities(2,234)(23,915)
Cash flows from investing activities:
Capital expenditures(292)(5)
Proceeds from sale of assets 4,194 
Net cash (used in) provided by investing activities(292)4,189 
Cash flows from financing activities:
Payment for forfeited stock options(617) 
Payments on long term debt(60) 
Proceeds from issuance of convertible notes 21,150 
Payment of issuance costs of convertible notes (1,084)
Proceeds from issuance of warrants 19,500 
Payments to tax authorities for shares withheld from employees(229)(138)
Proceeds from issuance of stock33 24 
Payments for finance leases(15)(21)
Net cash (used in) provided by financing activities(888)39,431 
Effect of changes in exchange rates on cash and cash equivalents(34)95 
Net change in cash and cash equivalents and restricted cash(3,448)19,800 
Cash and cash equivalents at the beginning of period12,290 11,534 
Restricted cash at the beginning of period100 1,790 
Cash and cash equivalents and restricted cash at beginning of period12,390 13,324 
Cash and cash equivalents at end of period8,841 33,084 
Restricted cash at the end of period101 40 
Cash and cash equivalents and restricted cash at end of period$8,942 $33,124 
The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
7



FLOTEK INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three and six months ended June 30, 2023 and 2022
(In thousands of U.S. dollars and shares)

Three months ended June 30, 2023
 Common StockTreasury StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
Accumulated DeficitTotal Stockholders’ Equity
 Shares
Issued
Par
Value
SharesCost
Balance, March 31, 202394,614 $9 6,442 $(34,451)$421,596 $160 $(330,176)$57,138 
Net loss— — — — — — (21)(21)
Foreign currency translation adjustment— — — — — (13)— (13)
Stock issued under employee stock purchase plan— — (22)— 13 — — 13 
Restricted stock forfeited— — 214 — — — — — 
Restricted stock units vested109 — — — — — — — 
Stock compensation expense— — — — 276 — — 276 
Shares withheld to cover taxes— — 43 (29)— — — (29)
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to Common Stock63,497 6 — — 40,632 — — 40,638 
Balance, June 30, 2023
158,220 $15 6,677 $(34,480)$462,517 $147 $(330,197)$98,002 



Three months ended June 30, 2022
 Common StockTreasury StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated DeficitTotal Stockholders’ Equity
 Shares
Issued
Par
Value
SharesCost
Balance, March 31, 202282,564 $8 6,073 $(34,159)$367,104 $89 $(319,938)$13,104 
Net income— — — — — — 6,240 6,240 
Foreign currency translation adjustment— — — — — 87 — 87 
Stock issued under employee stock purchase plan— — (19)— 24 — — 24 
Restricted stock granted339 — — — — — — — 
Restricted stock forfeited(3)— 12 — — — — — 
Stock compensation expense— — — — 852 — — 852 
Shares withheld to cover taxes(15)— 45 (79)— — — (79)
Issuance of stock warrants, net of transaction fee— — — — 9,930 — — 9,930 
Equity contribution— — — — 8,400 — — 8,400 
Balance, June 30, 2022
82,885 $8 6,111 $(34,238)$386,310 $176 $(313,698)$38,558 

The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
8


Six months ended June 30, 2023
 Common StockTreasury StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
Accumulated DeficitTotal Stockholders’ Equity
 Shares
Issued
Par
Value
SharesCost
Balance, December 31, 202283,916 $8 6,127 $(34,251)$388,177 $181 $(351,519)$2,596 
Net income— — — — — — 21,322 21,322 
Foreign currency translation adjustment— — — — — (34)— (34)
Stock issued under employee stock purchase plan— — (43)— 33 — — 33 
Restricted stock granted15 — — — — — — — 
Restricted stock forfeited(40)— 379 — — — — — 
Restricted stock units vested496 — — — — — — — 
Forfeited stock options purchased— — — — (617)— — (617)
Stock compensation expense— — — — (836)— — (836)
Shares withheld to cover taxes— — 214 (229)— — — (229)
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable to Pre-Funded Warrants— — — — 15,092 — — 15,092 
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to Common Stock63,497 6 — — 40,632 — — 40,638 
Conversion of convertible notes payable to Pre-Funded Warrants— — — — 11,040 — — 11,040 
Conversion of convertible notes payable to Common Stock10,336 1 — — 8,996 — — 8,997 
Balance, June 30, 2023
158,220 $15 6,677 $(34,480)$462,517 $147 $(330,197)$98,002 




Six months ended June 30, 2022
 Common StockTreasury StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income
Accumulated DeficitTotal Stockholders’ Equity
 Shares
Issued
Par
Value
SharesCost
Balance, December 31, 202179,484 $8 6,022 $(34,100)$363,417 $81 $(309,214)$20,192 
Net loss— — — — — — (4,484)(4,484)
Foreign currency translation adjustment— — — — — 95 — 95 
Stock issued under employee stock purchase plan— — (19)— 24 — — 24 
Restricted stock granted626 — — — — — — — 
Restricted stock forfeited(3)— 20 — — — — — 
Stock compensation expense— — — 1,591 — — 1,591 
Shares withheld to cover taxes(15)— 88 (138)— — — (138)
Issuance of stock warrants, net of transaction fee— — — — 9,930 — — 9,930 
Equity contribution— — — — 8,400 — — 8,400 
Conversion of notes to common stock2,793 — — — 2,948 — — 2,948 
Balance, June 30, 2022
82,885 $8 6,111 $(34,238)$386,310 $176 $(313,698)$38,558 




The accompanying Notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.
9


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization and Nature of Operations
General
Flotek Industries, Inc. (“Flotek” or the “Company”) creates unique solutions to reduce the environmental impact of energy on air, water, land and people. A technology-driven, specialty green chemistry and data company, Flotek helps customers across industrial and commercial markets improve their environmental performance.
The Company’s Chemistry Technologies (“CT”) segment develops, manufactures, packages, distributes, delivers, and markets green specialty chemicals that aim to enhance the profitability of hydrocarbon producers.
The Company’s Data Analytics (“DA”) segment aims to enable users to maximize the value of their hydrocarbon associated processes by providing analytics associated with their hydrocarbon streams in seconds rather than minutes or days. The real-time access to information prevents waste, reduces reprocessing and allows users to pursue automation of their hydrocarbon streams to maximize their profitability.
The Company’s two operating segments, CT and DA, are both supported by its Research & Innovation advanced laboratory capabilities. For further discussion of our operations and segments, see Note 17, “Business Segment, Geographic and Major Customer Information.”
Going Concern
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists.

The Company currently funds its operations from cash on hand and other current assets. The Company has a history of losses and negative cash flows from operations and expects to utilize a significant amount of cash within one year after the date of filing the unaudited condensed consolidated financial statements. The availability of capital is dependent on the Company’s operating cash flow currently expected to be principally derived from the ProFrac Agreement (see Note 9, “Debt and Convertible Notes Payable” and Note 16, “Related Party Transactions”). It is not certain that the Company’s cash and other current assets and the Company’s forecasted operating cash flows currently expected to be generated from the ongoing execution of the ProFrac Agreement will provide the Company with sufficient financial resources to fund operations and meet the Company’s capital requirements and anticipated obligations as they become due in the next twelve months. The Company may require additional liquidity to continue its operations over the next twelve months to sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are filed.

The Company is evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, obtaining higher prices for its products and services, increasing the percentage of its sales from higher margin products, monetizing non-core assets, and reducing expenses. However, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect all adjustments, in the opinion of management, necessary for the fair statement of the financial condition and results of operations for the periods presented. All such adjustments are normal and recurring in nature. The financial statements, including selected notes, have been prepared in accordance with applicable rules and regulations of the SEC regarding interim financial reporting and do not include all
10


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for comprehensive financial statement reporting. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2022 Annual Report. A copy of the 2022 Annual Report is available on the SEC’s website, www.sec.gov or on Flotek’s website, www.flotekind.com. The information contained on the Company’s website does not form a part of this Quarterly Report.
All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries.
Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase.
Restricted Cash
The Company’s restricted cash is $0.1 million and $0.1 million as of June 30, 2023 and December 31, 2022, respectively. The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its credit card program with a financial institution.

Accounts Receivable and Allowance for Credit Losses
Accounts receivable and accounts receivable, related party, arise from product sales and services and are stated at estimated net realizable value. This value incorporates an allowance for credit losses to reflect any loss anticipated on accounts receivable balances. The Company applies the current expected credit loss (CECL) model, which requires immediate recognition of expected credit losses over the contractual life of receivables and records the appropriate allowance for credit losses as a charge to operating expenses. The allowance for credit losses is based on a combination of the individual customer circumstances, credit conditions, and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. The recovery of accounts receivable previously written off is recorded as a reduction to the allowance for credit losses charged to operating expense.

The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political, and civil instability, which can impact the collectability of receivables.
Contract Assets
The Company’s contract assets represent consideration issued in the form of convertible notes (Contract Consideration Convertible Notes Payable as discussed in Note 9, “Debt and Convertible Notes Payable”) and other incremental costs related to obtaining the ProFrac Agreement. The contract assets are amortized over the term of the ProFrac Agreement (10 years) based on forecasted revenues as goods are transferred to ProFrac Services, LLC, and the amortization is presented as a reduction of the transaction price included in related party revenue in the consolidated statements of operations.

The contract assets are tested for recoverability on a recurring basis and the Company will recognize an impairment loss to the extent that the carrying amount of the contract assets exceeds the amount of consideration the Company expects to receive in the future for the transfer of goods under the ProFrac Agreement less the direct costs that relate to providing those goods in the future.
Inventories
Inventories consist of raw materials and finished goods and are stated at the lower of cost determined by using the weighted-average cost method, or net realizable value. Finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. Write-downs or write-offs of inventory are charged to cost of sales.

Property and Equipment
11


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Property and equipment are stated at cost. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows:
Buildings and leasehold improvements
2-30 years
Machinery and equipment
7-10 years
Furniture and fixtures3 years
Land improvements20 years
Transportation equipment
2-5 years
Computer equipment and software
3-7 years
Property and equipment, including ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable, the Company first compares the carrying amount of an asset or asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset. If the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset, the Company will determine the fair value of the asset or asset group. The amount of impairment loss recognized is the excess of the asset or asset group’s carrying amount over its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.
Assets to be disposed of are reported as assets held for sale at the lower of the carrying amount or the asset’s fair value less cost to sell and depreciation is ceased. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying amount of the asset and the net proceeds received.
Leases
The Company leases certain facilities, land, vehicles, and equipment. The Company determines if an arrangement is classified as a lease at inception of the arrangement.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the related lease. Finance leases are under the current and non-current liabilities and the underlying assets are included in property and equipment on the consolidated balance sheet.

As most of the Company’s leases do not provide an implicit rate of return, on a quarterly basis, the Company’s incremental borrowing rate is used, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments. Operating lease liabilities include related options to extend or terminate lease terms that are reasonably certain of being exercised.

Leases with an initial term of 12 months or less (“short term leases”) are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.

Convertible Notes Payable and Liability Classified Contract Consideration Convertible Notes Payable
The Company accounts for the Convertible Notes Payable at amortized cost pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 470, Debt.
The Company accounted for the Contract Consideration Convertible Notes Payable issued as consideration related to a related party contract (see Note 9, “Debt and Convertible Notes Payable”), as liability classified convertible instruments in accordance with FASB ASC 718, “Stock Compensation” (“ASC 718”). Under ASC 718, liability classified convertible instruments are measured at fair value at the grant date and at each reporting date (see Note 10, “Fair Value Measurements”) with the change in fair value included in the consolidated statements of operations.
Fair Value Measurements

The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions that market participants would use to value an asset or liability
12


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
and may be observable or unobservable. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. See Note 10, “Fair Value Measurements.”
Revenue Recognition
The Company recognizes revenue when it satisfies performance obligations under the terms of the contract with a customer, and control of the promised goods are transferred to the customer or services are performed, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services.
The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied.
Products and services are sold with fixed or determinable prices. Certain sales include discounts offered to customers for prompt payment and right of return provisions, which are considered when recognizing revenue and deferred accordingly. The Company does not act as an agent in any of its revenue arrangements.
In recognizing revenue for products and services, the Company determines the transaction price of contracts with customers, which may consist of fixed and variable consideration. Determining the transaction price may require judgment by management, which includes identifying performance obligations, estimating variable consideration to include in the transaction price, and determining whether promised goods or services can be distinguished in the context of the contract.

The majority of the CT segment revenue is chemical products that are sold at a point in time based on when control transfers to the customer determined by agreed upon delivery terms. Contracts with customers for the sale of products generally state the terms of the sale, including the quantity and price of each product purchased. Additionally, the CT segment offers various services associated to products sold which includes field services, installation, maintenance, and other functions. These services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation when the Company has a right to invoice the customer.

The DA segment recognizes revenue for sales of equipment at the time of sale based on when control transfers to the customer based on agreed upon delivery terms. Additionally, the Company offers various services associated with products sold which includes field services, installation, maintenance, and other functions. Services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation. There may be additional performance obligations related to providing ongoing or reoccurring maintenance. Revenue for these types of arrangements is recognized ratably over time throughout the contract period. Additionally, the Company may provide subscription-type arrangements with customers in which monthly reoccurring revenue is recognized ratably over time in accordance with agreed upon terms and conditions. Customers may be invoiced for such maintenance and subscription-type arrangements, and revenue not yet recognizable is reported under accrued liabilities and deferred revenue on the consolidated balance sheets. Subscription-type arrangements were not a material revenue stream in the six months ended June 30, 2023 and June 30, 2022.

Payment terms for both the CT and DA segments are customarily 30-60 days for domestic and 90-120 days for international from invoice receipt. Under revenue contracts for both products and services, customers are invoiced once the performance obligations have been satisfied, at which point payment is unconditional. Contract assets associated with incomplete performance obligations are not material.

The Company applies several practical expedients including:

Sales commissions are expensed as selling, general and administrative expenses when incurred because the amortization period is generally one year or less.
The Company’s payment terms are short-term in nature with settlements of one year or less. As a result, the Company does not adjust the promised amount of consideration for the effects of a significant financing component.
In most service contracts, the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance obligations completed to date and as such the Company recognizes revenue in the amount to which it has a right to invoice.
The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Such taxes are included in accrued liabilities on our consolidated balance sheet until remitted to the governmental agency.

13


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our consolidated statement of operations.
Foreign Currency Translation
The Company’s functional currency is primarily the U.S. dollar. The Company operates principally in the United States and substantially all assets and liabilities of the Company are denominated in U.S. dollars. Financial statements of foreign subsidiaries that are not U.S. dollar functional currency are prepared using the currency of the primary economic environment of the foreign subsidiaries as the functional currency. Assets and liabilities of those foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified reporting periods. Revenue and expense transactions are translated using the average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as other comprehensive income (loss) within stockholders’ equity.
Comprehensive Income (Loss)
Comprehensive income (loss) encompasses all changes in stockholders’ equity, except those arising from investments and distributions to stockholders. The Company’s comprehensive income loss includes consolidated net income (loss) and foreign currency translation adjustments.
Research and Development Costs
Expenditures for research activities relating to product development and improvement are charged to expense as incurred.
Income Taxes
Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company’s policy is to record interest and penalties related to uncertain tax positions as income tax expense.

Stock-Based Compensation
Stock-based compensation expense, related to stock options, restricted stock awards and restricted stock units, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience.
Stock Warrants

The Company evaluated the Pre-Funded Warrants issued in June 2022 (the “June 2022 Warrants”) and the Pre-Funded Warrants issued in February 2023 (the “February 2023 Warrants”) (see Note 13, “Stockholders’ Equity) in accordance with ASC 815-40, “Contracts in Entity’s Own Equity” and determined that the June 2022 Warrants and the February 2023 Warrants meet the criteria to be classified within stockholders’ equity. Accordingly, the Company recorded the proceeds received for the June 2022 Warrants within additional paid in capital. In addition, the Company reclassified the balance of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable (see Note 9, “Debt and Convertible Notes Payable”) for the February 2023 Warrants within additional paid in capital upon conversion.

Use of Estimates
14


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates.
Significant items subject to estimates and assumptions include the useful lives of property and equipment; long lived asset impairment assessments; stock-based compensation expense; allowance for credit losses for accounts receivable; valuation allowances for inventories and deferred tax assets; recoverability and timing of the realization of contract assets; and fair value of liability classified Contract Consideration Convertible Notes Payable.
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB. We evaluate the applicability and impact of all authoritative guidance issued by the FASB. Guidance not listed below was assessed and determined to be either not applicable, clarifications of items listed below, immaterial or already adopted by the Company.
New Accounting Standards Issued and Adopted as of January 1, 2023
The FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This standard replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects estimates of expected credit losses over their contractual life that are recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted this standard prospectively as of January 1, 2023 and the adoption did not have a material impact of the Company’s consolidated financial statements and related disclosures, and there was no cumulative effect on retained earnings.

Note 3 — Revenue from Contracts with Customers
Disaggregation of Revenue
The Company differentiates revenue based on whether the source of revenue is attributable to product sales or service revenue.
Total revenue disaggregated by revenue source is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Revenue:
Products (1)
$49,062 $28,588 $95,829 $40,787 
Services1,532 785 2,773 1,465 
$50,594 $29,373 $98,602 $42,252 
(1) Product revenue includes sales to related parties as described in Note 16, “Related Party Transactions.”
Disaggregation of Cost of Sales
The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services.
Total cost of sales disaggregated is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Tangible goods sold$41,878 $27,379 $83,407 $37,167 
Services156 105 296 53 
Other4,656 4,194 9,114 7,816 
$46,690 $31,678 $92,817 $45,036 
15


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other cost of sales represent costs directly associated with the generation of revenue but which cannot be attributed directly to tangible goods sold or services. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs.
Cost of sales split between external and related party sales is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Cost of sales for external customers$16,445 $13,830 $27,743 $24,598 
Cost of sales for related parties30,245 17,848 65,074 20,438 
$46,690 $31,678 $92,817 $45,036 

Note 4 - Contract Assets
Contract assets are as follows (in thousands):
June 30, 2023December 31, 2022
Contract assets$83,060 $83,060 
Less accumulated amortization(5,761)(3,371)
Contract assets, net77,299 79,689 
Less current contract assets(7,716)(7,113)
Contract assets, long term$69,583 $72,576 
In connection with entering into the ProFrac Agreement on February 2, 2022 and May 17, 2022 as discussed in Note 9, “Debt and Convertible Notes Payable” and Note 16, “Related Party Transactions,” the Company recognized contract assets of $10.0 million and $69.5 million, respectively, and associated fees of $3.6 million. As of June 30, 2023 and December 31, 2022, $69.6 million and $72.6 million, respectively, of the contract assets are classified as long term based upon our estimate of the forecasted revenues from the ProFrac Agreement which will not be realized within the next twelve months of the ProFrac Agreement. The Company’s estimate of the timing of the future contract revenues is evaluated on a quarterly basis.
During the three and six months ended June 30, 2023 the Company recognized $1.1 million and $2.4 million, respectively, of contract assets amortization which is recorded as a reduction of the transaction price included in the related party revenue in the consolidated statement of operations. During each of the three and six months ended June 30, 2022, the Company recognized $0.7 million of contract assets amortization. The below table reflects our estimated amortization per year (in thousands) based on the Company’s current forecasted revenues from the ProFrac Agreement.
Years ending December 31,Amortization
2023 (excluding the six months ended June 30, 2023)
$3,226 
20248,980 
20258,980 
20268,980 
20278,980 
Thereafter through May 203238,153 
Total contract assets$77,299 
Based on our tests of recoverability, we did not identify impairment of such contract assets as of June 30, 2023.
16


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5 — Inventories
Inventories are as follows (in thousands):
June 30, 2023December 31, 2022
Raw materials$7,404 $5,800 
Finished goods18,473 18,130 
Inventories25,877 23,930 
Less reserve for excess and obsolete inventory(7,480)(8,210)
Inventories, net$18,397 $15,720 

The provision recorded in the three months ended June 30, 2023 and 2022 was $0.2 million and $0.4 million for the CT segment and $6 thousand and $49 thousand for the DA segment, respectively. The provision recorded in the six months ended June 30, 2023 and 2022 was $0.4 million and $0.7 million for the CT segment and $0.1 million and $49.0 thousand for the DA segment, respectively.
Note 6 — Property and Equipment
Property and equipment are as follows (in thousands):
June 30, 2023December 31, 2022
Land$886 $886 
Land improvements520 520 
Buildings and leasehold improvements5,356 5,356 
Machinery and equipment6,890 6,758 
Furniture and fixtures532 532 
Transportation equipment784 784 
Computer equipment and software1,556 1,425 
   Property and equipment16,524 16,261 
Less accumulated depreciation(11,771)(11,435)
Property and equipment, net$4,753 $4,826 
Depreciation expense totaled $0.2 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense totaled $0.3 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively.
Note 7 — Leases
The components of lease expense and supplemental cash flow information are as follows (in thousands):
17


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended June 30,Six months ended June 30,
2023202220232022
Operating lease expense$237 $220 $478 $448 
Finance lease expense:
Amortization of assets4 4 7 8 
Interest on lease liabilities1 3 2 6 
Total finance lease expense 5 7 9 14 
Short-term lease expense40 79 81 203 
Total lease expense$282 $306 $568 $665 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,550 $350 $2,915 $726 
Operating cash flows from finance leases7 10 17 20 
Financing cash flows from finance leases1 3 2 6 
Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands):
Years ending December 31,Operating LeasesFinance Leases
2023 (excluding the six months ended June 30, 2023)
$1,843 $19 
20242,624 23 
20251,391  
20261,418  
20271,339  
Thereafter3,443  
Total lease payments$12,058 $42 
Less: Interest(2,572)(2)
Present value of lease liabilities$9,486 $40 

18


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental balance sheet information related to leases is as follows (in thousands):
June 30, 2023December 31, 2022
Operating Leases
Operating lease right-of-use assets$4,279 $5,900 
Current portion of operating lease liabilities2,902 3,328 
Long-term operating lease liabilities6,584 8,044 
Total operating lease liabilities$9,486 $11,372 
Finance Leases
Property and equipment$147 $147 
Accumulated depreciation(63)(55)
Property and equipment, net$84 $92 
Current portion of finance lease liabilities$37 $36 
Long-term finance lease liabilities3 19 
Total finance lease liabilities$40 $55 
Weighted Average Remaining Lease Term
Operating leases5.4 years5.3 years
Finance leases1.0 year1.6 years
Weighted Average Discount Rate
Operating leases9.2 %9.3 %
Finance leases8.5 %8.9 %

Note 8 — Accrued Liabilities
Current accrued liabilities are as follows (in thousands):
 June 30, 2023December 31, 2022
Severance costs$1,314 $2,617 
Payroll and benefits525 684 
Legal costs816 447 
Contingent liability for earn-out provision260 583 
Deferred revenue, current409 655 
Taxes other than income taxes 946 1,884 
Other908 2,114 
Total current accrued liabilities$5,178 $8,984 
19


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — Debt and Convertible Notes Payable
Long Term Debt
Paycheck Protection Program Loans

In April 2020, the Company received a $4.8 million loan (the “Flotek PPP loan”) under the Paycheck Protection Program (“PPP”), which was created through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). In October 2021, the Flotek PPP loan maturity date was extended from April 15, 2022 to April 15, 2025. On January 5, 2023, the Company received notice from the SBA that $4.4 million of the $4.8 million principal amount and accrued interest to that date of $0.1 million were forgiven. The remaining principal amount of $0.4 million and accrued interest is to be repaid in monthly installments of $15 thousand over the remaining term of the loan through April 15, 2025, beginning on March 15, 2023. The forgiveness of the Flotek PPP loan is accounted for as an extinguishment of the debt and the Company has recorded a $4.5 million gain in the six months ended June 30, 2023, comprising the principal amount forgiven of $4.4 million and accrued interest of $0.1 million.

Long-term debt, including current portion, is as follows (in thousands):

June 30, 2023December 31, 2022
Flotek PPP loan
$328 $4,788 
Less current maturities
(179)(2,052)
Total long-term debt, net of current portion
$149 $2,736 

Loan repayments are scheduled as follows (in thousands):

Years ending December 31,Repayment
2023 (excluding the six months ended June 30, 2023)
$91 
2024180 
202557 
Total Flotek PPP loan$328 

Convertible Notes Payable

On February 2, 2022, Flotek entered into a Private Investment in Public Equity transaction (the “PIPE transaction”) with a consortium of investors to secure growth capital for the Company. Pursuant to the PIPE transaction, Flotek issued $21.2 million in aggregate initial principal amount of Convertible Notes Payable for net cash proceeds of approximately $20.1 million (the “Convertible Notes Payable”). The investors are ProFrac Holdings, LLC, Burlington Ventures Ltd., entities associated with North Sound Management, certain funds associated with one of Flotek's directors including the D3 Family Fund and the D3 Bulldog Fund, and Firestorm Capital LLC. The Convertible Notes Payable accrued paid-in-kind interest at a rate of 10% per annum, had a maturity of one year, and were convertible into common stock of Flotek or Pre-Funded Warrants to purchase common stock of Flotek, (a) at the holder's option at any time prior to maturity, at a price of $1.088125 per share, (b) at Flotek's option, if the volume-weighted average trading price of Flotek's common stock equals or exceeds $2.50 per share, or $1.741 per share, for 20 trading days during a 30 consecutive trading day period, or (c) at maturity, at a price of $0.8705 per share. On March 21, 2022, $3.0 million of the Convertible Notes Payable, plus accrued paid-in-kind interest thereon, were converted at the holder’s option into approximately 2.8 million shares of common stock. The issuance cost of $1.1 million was amortized on a straight-line basis over the term of the Convertible Notes Payable and the amortization was included in interest expense in the unaudited condensed consolidated statements of operations.

On February 2, 2023, the Convertible Notes Payable, excluding those held by ProFrac Holdings, LLC, with a carrying value of $9.0 million, including accrued paid-in-kind interest of $0.8 million, were converted, upon maturity, into 10,335,840 shares of common stock at a price of $0.8705 per share. The Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued paid-in-kind interest of $1.0 million, were converted, upon maturity, into 12,683,280 February 2023 Warrants with an exercise price of $0.0001 per share.

Initial ProFrac Agreement Contract Consideration Convertible Notes Payable
20


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 2, 2022, the Company entered into a long-term supply agreement with ProFrac Services, LLC (the “Initial ProFrac Agreement”), a subsidiary of ProFrac Holdings LLC, in exchange for $10 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (“Initial ProFrac Agreement Contract Consideration Convertible Notes Payable”), under the same terms as the Convertible Notes Payable issued in the PIPE transaction described above, including paid-in-kind interest at a rate of 10% per annum and conversion features.

The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were accounted for as liability classified convertible instruments and were initially recorded at fair value of $10.0 million on the issuance date with a corresponding contract asset.

On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, remeasured to and carried at a fair value of $15.1 million, were converted, upon maturity, into 12,683,281 February 2023 Warrants with an exercise price of $0.0001 per share (see Note 10, “Fair Value Measurements”).

Amended ProFrac Agreement Contract Consideration Convertible Notes Payable

On May 17, 2022, the Company entered into an amendment to the Initial ProFrac Agreement (the “Amended ProFrac Agreement” and collectively with the Initial ProFrac Agreement, the “ProFrac Agreement”) upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (“Amended ProFrac Agreement Contract Consideration Convertible Notes Payable”) to ProFrac. The Amended ProFrac Agreement Contract Consideration Convertible Notes Payable accrued paid-in-kind interest at a rate of 10% per annum.

The Amended ProFrac Agreement Contract Consideration Convertible Notes Payable were accounted for as liability classified convertible instruments and were initially recorded at fair value of $69.5 million on the issuance date with a corresponding contract asset.

On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, remeasured to and carried at a fair value of $40.6 million, were converted, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share (see Note 10, “Fair Value Measurements”).
Note 10 — Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement.
Level 1 — Quoted prices in active markets for identical assets or liabilities;
Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs.
Fair Value of Other Financial Instruments
The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accrued liabilities and accounts payable approximate fair value due to the short-term nature of these accounts.
21


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the Company’s liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy (in thousands):
June 30,December 31,
Level 1Level 2Level 32023Level 1Level 2Level 32022
Contingent earnout consideration$ $ $260 $260 $ $ $583 $583 
Initial ProFrac Agreement Contract Consideration Convertible Notes      14,220 14,220 
Amended ProFrac Agreement Contract Consideration Convertible Notes      69,350 69,350 
Total $ $ $260 $260 $ $ $84,153 $84,153 
Contingent Earnout Consideration Key Inputs
The estimated fair value of the remaining stock performance earn-out provision, with respect to the JP3 transaction, is included in accrued liabilities as of June 30, 2023 and December 31, 2022. The estimated fair value of the earn-out provision at the end of each period was valued using a Monte Carlo model analyzing 20,000 simulations performed using Geometric Brownian Motion with inputs such as risk-neutral expected growth and volatility.
June 30, 2023December 31, 2022
Risk-free interest rate4.93 %4.34%
Expected volatility100.0 %100.0%
Term until liquidation (years)1.882.38
Stock price$0.73$1.12
Discount rate12.66 %9.95%
Initial ProFrac Agreement Contract Consideration Notes Payable Key Inputs
The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were measured at fair value at issuance and on a recurring basis. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable had an initial fair value of $10.0 million on February 2, 2022. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were classified as Level 2 at the initial measurement upon issuance due to the use of a quoted price for a similar liability at that date (the PIPE transaction), and subsequently classified as Level 3 due to the use of unobservable inputs.
On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were remeasured, upon maturity, to a fair value of $15.1 million based on the closing price of the shares of common stock of $1.19, on the date of conversion. The fair value adjustment was a $0.8 million increase in each of the three and six months ended June 30, 2023, and a $2.6 million decrease and a $1.3 million increase in the three and six months ended June 30, 2022, respectively.
The estimated value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable as of December 31, 2022 was valued using a Monte Carlo simulation. The key inputs into the Monte Carlo simulation used to estimate the fair value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable maturing February 2, 2023, as of December 31, 2022 were as follows:
22


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2022
Risk-free interest rate4.12%
Expected volatility100.0%
Term until liquidation (years)0.09
Stock price$1.12
Discount rate4.12%
Amended ProFrac Agreement Contract Consideration Convertible Notes Payable Key Inputs
On May 17, 2022, the Company measured the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable classified as Level 3 using a Monte Carlo simulation at an estimated fair value of $69.5 million. The Company reduced the discount rate assumed due to the reduced likelihood of occurrence of any of the default events in the shorter term remaining on the notes. The estimated value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable as of December 31, 2022 was valued using a Monte Carlo simulation.
On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable were remeasured, at maturity, to a fair value of $40.6 million based on the closing price of the shares of common stock of $0.64, on the date of conversion. The fair value adjustment was a decrease of $3.9 million and $30.8 million in the three and six months ended June 30, 2023, and a decrease of $14.5 million in each of the three and six months ended June 30, 2022, respectively.
The key inputs into the Monte Carlo simulation used to estimate the fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable maturing May 17, 2023, as of December 31, 2022 were as follows:
December 31, 2022
Risk-free interest rate4.59%
Expected volatility100.0%
Term until liquidation (years)0.38
Stock price$1.12
Discount rate4.59%
Assets Measured at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets, including property and equipment and operating lease ROU assets, are measured at fair value on a non-recurring basis and are subject to adjustment to their fair value in certain circumstances.
Level 3 Rollforward for Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the changes in balances of liabilities for the three and six months ended June 30, 2023 and 2022 classified as Level 3 (in thousands):

23


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended June 30,Six months ended June 30,
2023202220232022
Balance - beginning of period$44,025 $14,752 $84,153 $608 
Transfer of ProFrac Agreement Contract Consideration Convertible Notes Payable from Level 2   10,000 
Issuance of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable 69,460  69,460 
Increase in principal of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest 257 85 415 
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest712 611 2,043 611 
Change in fair value of contingent earnout consideration35 (228)(323)(134)
Change in fair value of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable (2,637)786 1,255 
Change in fair value of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable(3,874)(14,521)(30,755)(14,521)
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity  (15,091) 
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity(40,638) (40,638) 
Balance - end of period$260 $67,694 $260 $67,694 
Note 11 — Income Taxes
The income tax benefit differed from the amounts computed by applying the U.S. federal income tax rate of 21% to loss before income tax for the reasons set forth below:
Three months ended June 30,Six months ended June 30,
2023202220232022
U.S. federal statutory tax rate
21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit
120.4  0.1 0.1 
Non-U.S. income taxed at different rates
(96.7)3.8  (1.9)
Increase (reduction) in tax benefit related to stock-based awards1291.8 3.1 0.7 (2.0)
Increase in valuation allowance
2284.5 (27.5)(19.8)(17.0)
Permanent differences
(3779.4) (2.1) 
Non-deductible expenses278.8 (0.4)0.2 0.1 
Other 3.8  (2.2)
Effective income tax rate
120.4 %3.8 %0.1 %(1.9)%

Internal Revenue Code (“IRC”) section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change. During 2023, the Company converted various debt instruments into Company stock and warrants causing an ownership change within the meaning of IRC section 382 that subjected certain of the Company’s tax attributes, including net operating losses ("NOLs"), to an IRC section 382 limitation.
As of June 30, 2023, the Company has an estimated $196.1 million in U.S. federal NOL carryforwards, $119.4 million in certain state NOL carryforwards, $7.1 million in section 163(j) interest limitation carryforwards and $3.8 million in tax credit carryforwards. As a result of the change of control experienced in 2023, the Company’s ability to use NOLs to reduce taxable income is generally limited to an annual amount which is currently estimated to be $3.5 million a year as a result of the section 382 limitation which may be revised based on further detailed analysis. NOLs that exceed the section 382 limitation in any
24


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. Federal NOLs incurred prior to 2018 generally have a 20-year life until they expire in varying amounts between 2029 and 2037. Federal NOLs generated in 2018 and after are carried forward indefinitely. State NOLs have various carryforward periods depending on the legislation in the respective state jurisdiction. The Company’s use of new NOLs arising after the date of an ownership change would not be impacted by the 382 limitation. If the Company does not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carryforward periods, then the ability to apply those NOLs as offsets to future taxable income is lost. Based on the preliminary section 382 limitation, the Company estimates that $41.9 million of the state NOL carryforwards and $3.8 million of the tax credit carryforwards will expire unutilized. The tax effected amount of the estimated expirations is included in the Company’s valuation allowance.

Note 12 — Commitments and Contingencies
Litigation
The Company is subject to routine litigation and other claims that arise in the normal course of business. Except as disclosed below, management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity.
Former CEO (John Chisholm) Matter
On May 23, 2023, the Company entered into an agreement with John Chisholm (a former CEO of the Company) to resolve a claim made by Mr. Chisholm in arbitration for payment of outstanding severance and claims made by the Company against Mr. Chisholm. The settlement resulted in the reversal of $2.3 million of accrued severance costs during the three and six months ended June 30, 2023 and is included in severance costs in our consolidated statements of operation. The Company had withheld payment of outstanding severance to Mr. Chisholm subsequent to an investigation conducted during the year ended December 31, 2021 into corporate practices when Mr. Chisholm was CEO during the years from 2014 to 2018. The Company concluded upon completion of that investigation that its historical financial statements could be relied upon, that proper action had been taken, and that no members of current management were implicated in any improper corporate practices. The Company subsequently commenced arbitration and other legal proceedings against Mr. Chisholm, Casey Doherty/ Doherty & Doherty LLP (Flotek’s former outside general counsel) and Moss Adams LLP and its predecessor, Hein & Associates LLP (Flotek’s former independent public audit firm) to recover damages. Mr. Chisholm filed a counterclaim against the Company in the arbitration proceeding for his remaining severance, and that dispute has been resolved as previously stated. Further, on June 16, 2023, the Company entered into a settlement with Moss Adams LLP and its predecessor, Hein & Associates LLP, regarding the claims between the Company and Moss Adams LLP and Hein & Associates LLP. The arbitration action between the Company and Mr. Casey Doherty and Doherty & Doherty LLP remains outstanding.

Other Commitments and Contingencies

The Company is subject to concentrations of credit risk within trade accounts receivable, and related party accounts receivable, as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is invested in three major U.S. financial institutions and balances often exceed insurable amounts.
Note 13 — Stockholders’ Equity
On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, were converted, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share. The Contract Consideration Convertible Notes Payable converted into common stock shares, remeasured to a fair value of $40.6 million upon maturity, were recorded as additional paid-in-capital as of June 30, 2023.
On February 2, 2023, the Convertible Notes Payable pursuant to the PIPE transaction discussed in Note 9, “Debt and Convertible Notes Payable”, excluding those held by ProFrac Holdings, LLC, were converted, upon maturity, into 10,335,840 shares of common stock at a price of $0.8705 per share. The Convertible Notes Payable converted into common stock shares had a carrying value of $9.0 million, including accrued paid-in-kind interest of $0.8 million and were recorded as additional paid-in-capital as of June 30, 2023.
The Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued interest of $1.0 million, were converted, upon maturity, into 12,683,280 February 2023 Warrants with an exercise price of $0.0001 per share and were recorded as additional paid-in-capital as of June 30, 2023.
25


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, remeasured to a fair value of $15.1 million upon maturity, were converted, upon maturity, into 12,683,281 February 2023 Warrants and were recorded as additional paid-in-capital as of June 30, 2023.
The February 2023 Warrants permit ProFrac Holdings II, LLC to purchase 25,366,561 shares of common stock of the Company at an exercise price equal to $0.0001 per share.
On June 21, 2022, ProFrac Holdings II, LLC paid $19.5 million for Pre-Funded Warrants (the “June 2022 Warrants”) of the Company. The June 2022 Warrants were recorded in equity at their fair value of $11.1 million, estimated using a Black-Scholes Option Pricing model, less $1.2 million of transaction costs paid. The remaining cash received of $8.4 million was recognized as an equity contribution. The June 2022 Warrants permit ProFrac Holdings II, LLC to purchase 13,104,839 shares of common stock of the Company at an exercise price equal to $0.0001 per share, and a $4.5 million exercise fee representing a 20% premium to the 30-day volume average price of the Company’s common stock at the close of business on the day prior to the date of the issuance of the June 2022 Warrants. The June 2022 Warrants, net of transaction fees of $1.1 million, and the equity contribution of $8.4 million from ProFrac Holdings II, LLC were recorded as additional paid-in capital.
The key inputs into the Black-Scholes Option Pricing Model used to estimate the fair value of the June 2022 Warrants as of the issuance on June 21, 2022 were as follows:
Risk-free interest rate3.21%
Expected volatility90.0%
Term until liquidation (years)2.00
Stock price$1.11
Strike price (exercise fee)$4.5 million

ProFrac Holdings II, LLC and its affiliates may not receive any voting or consent rights in respect of the June 2022 Warrants or the underlying shares of common stock unless and until (i) the Company has obtained approval from a majority of its shareholders excluding ProFrac Holdings II, LLC and its affiliates and (ii) ProFrac Holdings II, LLC has paid an additional $4.5 million to the Company; provided, however, that ProFrac Holdings II may exercise the June 2022 Warrants immediately prior to the sale of the shares of common stock subject to such exercise to a non-affiliate of ProFrac Holdings II. The additional $4.5 million will be accounted for as an equity contribution if received.
On March 21, 2022, the Convertible Notes Payable issued pursuant to the PIPE transaction discussed in Note 9, “Debt and Convertible Notes Payable”, which had been purchased by certain funds associated with one of the Company’s directors including the D3 Family Fund and the D3 Bulldog Fund, which aggregated $3.0 million plus $39 thousand of accrued interest, were converted into 2,793,030 shares of the Company’s common stock.
Note 14 — Earnings (Loss) Per Share
Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period, which includes the February 2023 Warrants (See Note 9, “Debt and Convertible Notes Payable”, and Note 13, “Stockholders’ Equity”). Diluted earnings (loss) per common share is calculated by dividing the adjusted net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive common share equivalents consist of incremental shares of common stock issuable upon conversion of convertible notes payable, exercise of stock warrants and vesting and settlement of stock awards. The dilutive effect of non-vested stock issued under share‑based compensation plans, shares issuable under the Employee Stock Purchase Plan (ESPP), employee stock options outstanding, and the Pre-Funded stock warrants are computed using the treasury stock method. The dilutive effect of the Convertible Notes is computed using the if‑converted method in accordance with ASU 2020-06, which was adopted by the Company on January 1, 2022 (see Note 2, “Summary of Significant Accounting Policies”).

The calculation of the basic and diluted earnings (loss) per share for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands):

26


FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Numerator:
Net income (loss) for basic earnings per share$(21)$6,240 $21,322 $(4,484)
Adjustments to net income available to shareholders
Paid-in-Kind interest expense on convertible notes payable and Contract Consideration Convertible Notes Payable712 1,028 2,284 1,402 
Valuation (gain)/loss on Contract Consideration Convertible Notes Payable carried at FV(3,874)(13,229)(29,969)(10,228)
Adjusted net loss for diluted earnings per share$(3,183)$(5,961)$(6,363)$(13,310)
Denominator:
Basic weighted average shares outstanding143,433 74,861 121,244 73,476 
Average number of diluted shares for convertible notes payable and Contract Consideration Convertible Notes Payable26,067 49,474 42,921 33,610 
Diluted weighted average shares outstanding169,500 124,335 164,165 $107,086 
Basic earnings (loss) per share 0.08 0.18 (0.06)
Diluted loss per share(0.02)(0.05)(0.04)(0.12)
Anti-dilutive incremental shares excluded from denominator for diluted earnings computation
Average number of diluted shares for June 2022 stock warrants6,496 976 8,038 491 
Average number of diluted shares for options and restricted stock545 692 718 662 
For the three and six months ended June 30, 2023 and 2022, weighted average shares for the June 2022 stock warrants and weighted average shares for employee stock awards were not included in the dilution calculation since including them would have an anti-dilutive effect as it would reduce the loss per share.


27


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 — Supplemental Cash Flow Information
Supplemental cash flow information is as follows (in thousands):
        
 Six months ended June 30,
 20232022
Supplemental cash flow information:
Interest paid$23 $7 
Supplemental non cash financing and investing activities:
Conversion of convertible notes payable to common stock8,996 3,038 
Conversion of convertible notes payable to February 2023 Warrants11,040  
Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants15,092  
Conversion of Amended Contract Consideration Convertible Notes Payable to common stock40,638  
Issuance of convertible notes payable as consideration for ProFrac Agreements 79,460 
Issuance cost of stock warrants included in accrued accounts payable 1,170 
Note 16Related Party Transactions
On February 2, 2022, the Company entered into the Initial ProFrac Agreement, upon issuance of $10 million in aggregate principal amount of the convertible notes (the “Contract Consideration Convertible Notes Payable”) to ProFrac Holdings LLC (see Note 9, “Debt and Convertible Notes Payable”). Under the Initial ProFrac Agreement, ProFrac Services, LLC is obligated to order chemicals from the Company at least equal to the greater of (a) the chemicals required for 33% of ProFrac Services, LLC’s hydraulic fracturing fleets and (b) a baseline measured by the first ten hydraulic fracturing fleets deployed by ProFrac Services, LLC during the term of the Initial ProFrac Agreement. If the minimum volumes are not achieved in any given year, ProFrac Services LLC shall pay to the Company, as liquidated damages an amount equal to twenty-five percent (25%) of the difference between (i) the aggregate purchase price of the quantity of products comprising the minimum purchase obligation and (ii) the actual purchased volume during such calendar year.

On May 17, 2022, the Company entered into the Amended ProFrac Agreement upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (see Note 9, “Debt and Convertible Notes Payable”). The Initial ProFrac Agreement was amended to (a) increase ProFrac Services LLC’s minimum purchase obligation for each year to the greater of 70% of ProFrac Services LLC’s requirements and a baseline measured by ProFrac Services, LLC’s first 30 hydraulic fracturing fleets, and (b) increase the term to 10 years.

On February 1, 2023, the Company entered into an amendment to the ProFrac Agreement (the “Amended ProFrac Agreement No. 2”) dated February 2, 2022. The Amended ProFrac Agreement No. 2 has an effective date of January 1, 2023. The ProFrac Agreement was amended to (1) provide a ramp-up period from January 1, 2023 to May 31, 2023 for ProFrac Services, LLC to increase the number of active hydraulic fracturing fleets to 30 fleets, (2) waive any liquidated damages payment relating to any potential order shortfall prior to January 1, 2023, (3) add additional fees to certain products, and (4) provide margin increases based on margins with non-ProFrac customers. The Company believes the net present value of the economic benefit attributable to the Amended ProFrac Agreement No. 2 will exceed the value of the liquidated damages payments that would have been received for the period from April 1, 2022 through December 31, 2022.

On February 2, 2023, the Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued paid-in-kind interest of $1.0 million, were converted, upon maturity, into 12,683,280 February 2023 Warrants (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”).

On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, with a carrying value of $11.0 million, including accrued interest of $1 million, were converted, upon maturity, into 12,683,281 February 2023 Warrants (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”). The fair value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, as of February 2, 2023, was $15.1 million (see Note 10, “Fair Value Measurements”).
28


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, with a carrying value of $55.3 million, including accrued interest of $5.3 million, were converted, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”). The fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, as of May 17, 2023 was $40.6 million (see Note 10, “Fair Value Measurements”).
During the three months ended June 30, 2023 and 2022, the Company’s revenues from ProFrac Services, LLC were $32.8 million and $16.5 million, respectively. During the six months ended June 30, 2023 and 2022, the Company’s revenues from ProFrac Services LLC were $69.1 million and $18.9 million, respectively. For the three months ended June 30, 2023 and 2022, these revenues were net of amortization of contract assets of $1.1 million and $0.7 million. For the six months ended June 30, 2023 and 2022, the revenues were net of amortization of contract assets of $2.4 million and $0.7 million, respectively. Cost of sales attributable to these revenues were $30.2 million and $17.8 million, respectively for the three months ended June 30, 2023 and 2022 and $65.1 million and $19.0 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022 our accounts receivable from ProFrac Services, LLC was $23.0 million and $22.7 million, respectively which is recorded in accounts receivable, related party on the consolidated balance sheet.
Also, during 2023 and 2022, we had the following related party transactions with ProFrac Holdings, LLC and ProFrac Holdings II, LLC:

PIPE Transaction (see Note 9, “Debt and Convertible Notes Payable”)
June 2022 Warrants (see Note 13, “Stockholders’ Equity)
On March 21, 2022, the Convertible Notes Payable which had been purchased by certain funds associated with one of the Company’s directors including the D3 Family Fund and the D3 Bulldog Fund, which aggregated $3.0 million plus $39 thousand of accrued interest and amortization of issuance costs of $90 thousand, were converted into 2,793,030 shares of the Company’s common stock.
Mr. Ted D. Brown was a Director of the Company beginning in November of 2013 and is the President and CEO of Confluence Resources LP (“Confluence”), a private oil and gas exploration and production company. The Company’s revenues and related cost of sales for product sold to Confluence were $1.4 million and $1.4 million, for the three and six months ended June 30, 2022. As of June 9, 2022 Mr. Brown stepped down from being a Director of the Company and Confluence is no longer considered a related party as of June 9, 2022.
Note 17 — Business Segment, Geographic and Major Customer Information
Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into the following reportable segments:
Chemistry Technologies. The CT segment includes green specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies and performance throughout the life cycle of their wells, and also helping customers improve their ESG and operational goals. Customers of the CT segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, and international supply chain management companies.

Data Analytics. The DA segment includes the design, development, production, sale and support of equipment and services that create and provide valuable information on the composition and properties of energy customers’ hydrocarbon fluids. The company markets products and services that support in-line data analysis of hydrocarbon components and properties. Customers of the DA segment span across the entire oil and gas market, from upstream production to midstream facilities to refineries and distribution networks.

Performance is based upon a variety of criteria. The primary financial measure is segment operating income (loss). Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segments.
29


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Summarized financial information of the reportable segments is as follows (in thousands):
As of and for the three months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2023
Revenue from external customers
Products$15,095 $1,620 $ $16,715 
Services374 731  1,105 
Total revenue from external customers15,469 2,351  17,820 
Revenue from related party— 
Products32,345 2  32,347 
Services272 155  427 
Total revenue from related parties32,617 157  32,774 
Gross profit2,603 1,301  3,904 
Change in fair value of Contract Consideration Convertible Notes Payable(3,874)  (3,874)
Income (loss) from operations3,795 129 (3,252)672 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable712   712 
Depreciation155 18 1 174 
Additions to long-lived assets 135  135 
2022
Revenue from external customers
Products$11,740 $299 $ $12,039 
Services371 414  785 
Total revenue from external customers12,111 713  12,824 
Revenue from related party
Products16,549   16,549 
Services    
Total revenue from related parties16,549   16,549 
Gross loss(1,568)(737) (2,305)
Change in fair value of Contract Consideration Convertible Notes Payable(17,158)  (17,158)
Loss from operations14,944 (1,198)(5,707)8,039 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable868   868 
Paid-in-kind interest on convertible notes payable  466 466 
Depreciation166 15 1 182 
Additions to long-lived assets5   5 

30


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of and for the six months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2023
Revenue from external customers
Products$23,654 $3,562 $ $27,216 
Services1,039 1,217  2,256 
Total revenue from external customers24,693 4,779  29,472 
Revenue from related party— 
Products68,611 2  68,613 
Services272 245  517 
Total revenue from related parties68,883 247  69,130 
Gross profit3,038 2,747  5,785 
Change in fair value of Contract Consideration Convertible Notes Payable(29,969)  (29,969)
Income (loss) from operations27,174 587 (8,577)19,184 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable2,129   2,129 
Paid-in-kind interest on convertible notes payable  155 155 
Depreciation312 36 1 349 
Additions to long-lived assets30 230 32 292 
2022
Revenue from external customers
Products$20,650 $1,091 $ $21,741 
Services772 693  1,465 
Total revenue from external customers21,422 1,784  23,206 
Revenue from related party
Products19,046   19,046 
Services    
Total revenue from related parties19,046   19,046 
Gross loss(2,231)(553) (2,784)
Change in fair value of Contract Consideration Convertible Notes Payable(13,266)  (13,266)
Loss from operations8,887 (2,006)(9,126)(2,245)
Paid-in-kind interest on Contract Consideration Convertible Notes Payable1,026   1,026 
Paid-in-kind interest on convertible notes payable  793 793 
Depreciation345 31 1 377 
Additions to long-lived assets5   5 











31


FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Assets of the Company by reportable segments are as follows (in thousands):
June 30, 2023December 31, 2022
Chemistry Technologies$139,921 $146,542 
Data Analytics7,382 5,645 
Corporate and Other10,727 12,623 
Total assets$158,030 $164,810 
Geographic Information
Revenue by country is based on the location where services are provided and products are sold. For the three and six months ended June 30, 2023 no individual countries other than the U.S. accounted for more than 10% of revenue. For the three and six months ended June 30, 2022 no individual countries other than the U.S. and the United Arab Emirates (“UAE”) accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
U.S. (1)$48,725 $25,955 $94,851 $36,289 
UAE1,509 3,139 2,912 4,450 
Other countries360 279 839 1,513 
Total revenue$50,594 $29,373 $98,602 $42,252 
(1) Includes revenue from related party
Long-lived assets held in countries other than the U.S. are not considered material to the consolidated financial statements.
Major Customers
Revenue from major customers, as a percentage of consolidated revenue, is as follows (in thousands):
Three months ended June 30,Revenue% of Total Revenue
2023
Customer A (Related Party)$32,774 64.8 %
2022
Customer A (Related Party)$16,549 52.2 %
Customer B5,611 19.1 %

Six months ended June 30,Revenue% of Total Revenue
2023
Customer A (Related Party)$69,129 70.1 %
2022
Customer A (Related Party)$17,657 38.9 %
Customer B8,218 19.5 %
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FLOTEK INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 The concentration with ProFrac Services, LLC and in the oil and gas industry increases credit, commodity and business risk.

Major Suppliers
Expenditure with major suppliers, as a percentage of consolidated supplier expenditure, is as follows (in thousands):
Expenditure% of Total Expenditure
Three months ended June 30,
2023
Supplier A$13,155 32.6 %
Supplier B8,049 20.0 %
Supplier C4,489 11.1 %
2022
Supplier A7,576 31.9 %
Supplier B4,036 17.0 %
Supplier C2,679 11.3 %

Expenditure% of Total Expenditure
Six months ended June 30,
2023
Supplier A$30,109 36.4 %
Supplier B15,194 18.4 %
Supplier C8,993 10.9 %
2022
Supplier A7,624 24.2 %
Supplier B6,154 19.5%

Note 18 — Subsequent Events

We have evaluated the effects of events that have occurred subsequent to June 30, 2023, and there have been no material events that would require recognition in the June 30, 2023 interim financial statements or disclosure in the notes to the consolidated financial statements.

33


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, the terms “Flotek,” the "Company," "we," "us" and "our" refer to Flotek Industries, Inc. and its wholly-owned subsidiaries.

The following discussion should be read in conjunction with the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (“Annual Report” or “2022 Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the unaudited consolidated financial statements and accompanying notes included herein. Comparative segment revenues and related financial information are discussed herein and are presented in Note 17 to our unaudited consolidated financial statements. See “Forward Looking Statements” in this report and “Risk Factors” included in our filings with the SEC, including our Quarterly Reports on Form 10-Q and our 2022 Annual Report, for a description of important factors that could cause actual results to differ from expected results. Our historical financial information may not be indicative of our future performance.

Executive Summary

Flotek creates unique solutions to reduce the environmental impact of energy on air, water, land and people. A technology-driven, specialty green chemistry and data technology company, Flotek helps customers across industrial and commercial markets improve their environmental performance. The Company serves specialty chemistry needs for both domestic and international energy markets.
The Company has two operating segments, Chemistry Technologies (“CT”) and Data Analytics (“DA”), which are both supported by the Company’s continuing Research and Innovation (“R&I”) advanced laboratory capabilities.
Company Overview
Chemistry Technologies
We believe that the Company’s CT segment provides sustainable, optimized chemistry solutions that maximize our customers’ value by elevating their environmental, social and governance (“ESG”) performance, lowering operational costs, and delivering improved return on invested capital. The Company’s proprietary green chemistries, specialty chemistries, logistics, and technology services enable its customers to pursue improved efficiencies and performance throughout the life cycle of its desired chemical applications program. The Company designs, develops, manufactures, packages, distributes and markets optimized chemistry solutions that accelerate existing sustainability practices to reduce the environmental impact of energy on the air, water, land and people.
Customers of the CT segment include those of energy related markets, such as our related party ProFrac Services, LLC, as well as consumer and industrial applications. Major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, geothermal energy companies, solar energy companies and advanced alternative energy companies benefit from our best-in-class technology, field operations, and continuous improvement exercises that go beyond existing sustainability practices.
Data Analytics
The DA segment delivers real-time information and insights to our customers to enable optimization of operations and reduction of emissions and their carbon intensity. Real-time composition and physical properties are delivered simultaneously on their refined fuels, natural gas liquids (“NGLs”), natural gas, crude oil, and condensates using the industry’s only field-deployable, in-line optical near-infra-red spectrometer that generates no emissions. The instrument's response is processed with advanced chemometrics modeling, artificial intelligence, and machine learning algorithms to deliver these valuable insights every 15 seconds.
We believe customers using this technology have obtained significant benefits, including additional profits, by enhancing operations in crude/condensates stabilization, blending operations, reduction of transmix, increasing efficiencies and optimization of gas plants, and ensuring product quality while reducing giveaways, i.e., providing higher value products at the lower value products prices. More efficient operations have the benefit of reducing their carbon footprint, e.g., less flaring and reduction in energy expenditure for compression and re-processing. Our customers in North America include the supermajors, some of the largest midstream companies and large gas processing plants. We have developed a line of Verax™ analyzers for deployment internationally which was certified for compliance in hazardous locations and harsh weather conditions.
34



Research & Innovation
R&I supports the acceleration of ESG solutions for both segments through green chemistry formulation, specialty chemical formulations, EPA regulatory guidance, technical support, basin and reservoir studies, data analytics and new technology projects. The purpose of R&I is to supply the Company’s segments with enhanced products and services that generate current and future revenues, while advising Company management on opportunities concerning technology, environmental and industry trends. The R&I facilities support advances in chemistry performance, detection, optimization and manufacturing.
Outlook
Our business is subject to numerous variables which impact our outlook and expectations given the shifting conditions of the industry and weather volatility. We have based our outlook on the market conditions we perceive today. Changes often occur.
Energy
We believe that we are in the early years of a tight supply cycle for oil and gas triggered by an extended period of underinvestment in energy development, infrastructure and new sources of oil and gas production. While the demand for oil and gas could fluctuate depending on macroeconomic conditions, we believe that this tight supply cycle could persist and could provide support to high oil prices for multiple years. We expect that the strongest potential growth throughout 2023 will likely come from independent, rather than large major exploration and production companies. Independent exploration and production companies operate the majority of U.S. land rigs and react quickly to changing commodity prices. In the current commodity price environment, we expect these companies to increase activity and the larger companies to have modest spending increases in the year ahead.
Digital Analytics
The use of data and digital analytics is a growing trend in all industries where technology is leveraged to analyze large datasets of operational information to improve performance, as well as for predictive maintenance, advanced safety measures and reduced environmental impact of operations. We believe Verax™ analyzers have gained a foothold in North American markets for critical applications where compositional information is needed in real-time. The technology delivers insight on valuable operations data like vapor pressure, boiling point, flash point, octane level, API (American Petroleum Institute) gravity, viscosity, BTU (British Thermal Unit) and more, simultaneously. We continue to collaborate with our customers to identify further facilities and applications where our technology has the highest value. To drive recurring revenue, we continue to build on the modular nature of our sensor and analysis packages with new data processing techniques that enhance the value of our installations. AIDA (Automated Interface Detection Algorithm) provides real-time detection of interfaces in a liquids pipeline without the need for additional sampling or chemometric modeling. The application can identify products such as refined fuels, crude and NGLs with its advanced machine learning algorithms and detect interfaces real-time versus traditional lab analysis. We believe this allows customers to cut batches quickly and accurately, reduce transmix and minimize off-spec product that requires downgrades. We are also gaining traction leveraging the Verax™ in applications where operators and service companies are using field gas as a substitute for diesel in dual fuel engines as the market moves to Tier 4 equipment and eFleets. Analyzing this in real-time allows companies to maximize the substitution rate while lowering emissions, reducing fuel consumption/costs, and protecting the equipment from damage.
ESG
ESG-focused solutions continue to be an emphasis for the Company as the energy, industrial and consumer markets are seeking to accelerate their focus on sustainability and minimized impact on the environment. We anticipate the Company’s products and services could offer a significant benefit to businesses seeking to improve their ESG performance, including improving safety, reliability and efficiency of their operations. The Company offers sustainable chemistry solutions, tailoring product selection to enable operational efficiencies, improve water management and reduce greenhouse gas emissions for its customers in the exploration and production sector of the oil and gas industry. Further, the Company’s patented line of Complex nano-Fluid® (also known as CnF®) products are formulated with highly effective, plant-based solvents offering safer, renewable and sustainable alternatives to toxic BTEX-based (benzene, toluene, ethylbenzene and xylene) chemicals. Additionally, we believe the Company’s real-time sensor technology helps to enable process and operational efficiencies, minimize waste and processing and reduce emissions.
35


We believe the industry focus on maintaining a “social license to operate” provides the platform to accelerate the sale of our products and services that we believe can help the customer achieve a greener goal. We believe the performance driven ESG focus of the Company assists in reducing environmental liabilities and improving returns for our customers.
Supply Chain
The principal supply issues facing our industry for the next twelve months will include:
Fluctuating freight costs for shipping to our customers;
Availability of raw materials;
Delays due to port congestion;
Labor shortages; and
Demand forecasting.
All bidding will require the risk of shipping costs and delays to be factored into proposals. Trucking availability and pricing will impact North American opportunities while sea-freight costs will impact sales of North American manufactured goods being delivered internationally for the foreseeable future. The import of raw materials from China will also incur price increases. Accelerating tensions between China and the U.S. could also result in supply disruption.
New York Stock Exchange (“NYSE”) Continued Listing Requirements
The Company’s common stock is currently listed on the NYSE. On April 12, 2023, the Company received written notice from the NYSE that the average closing price of the Company’s shares of common stock was below $1.00 per share over a period of 30 consecutive days, which is below the requirement for continued listing on the NYSE. In accordance with applicable NYSE procedures, the Company has notified the NYSE that it intends to cure the $1.00 per share deficiency. Based on the applicable NYSE procedures, the Company has six months following the receipt of the NYSE’s notice to cure the deficiency and regain compliance. The NYSE’s notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NYSE subject to the Company’s continued compliance with the other listing requirements of the NYSE. The common stock of the Company will continue to trade under the symbol “FTK” but will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. The “.BC” indicator will be removed at such time as the Company is deemed to be in compliance. The Company is evaluating available options to regain compliance, which may include, if necessary, effectuating a reverse stock split.

36

Consolidated Results of Operations (in thousands)
Three months ended June 30,Six months ended June 30,
 2023202220232022
Revenue
   Revenue from external customers$17,820 $12,824 $29,472 $23,206 
   Revenue from related party32,774 16,549 69,130 19,046 
     Total revenues50,594 29,373 98,602 42,252 
Cost of sales46,690 31,678 92,817 45,036 
Cost of sales %92.3 %107.8 %94.1 %106.6 %
Gross profit (loss)3,904 (2,305)5,785 (2,784)
Gross profit (loss) %7.72 %(7.8)%5.9 %(6.6)%
Selling general and administrative8,351 6,821 14,803 11,707 
Selling general and administrative %16.5 %23.2 %15.0 %27.7 %
Depreciation174 182 349 377 
Research and development860 1,115 1,474 2,530 
Severance costs(2,279)610 (56)603 
Gain on sale of property and equipment— (1,914)— (1,906)
Gain on lease termination— — — (584)
Gain in fair value of Contract Consideration
 Convertible Notes Payable
(3,874)(17,158)(29,969)(13,266)
Income (loss) from operations672 8,039 19,184 (2,245)
Operating margin %1.3 %27.4 %19.5 %(5.3)%
Interest and other income (expense), net(686)(1,701)2,154 (2,145)
Income (loss) before income taxes(14)6,338 21,338 (4,390)
Income tax (expense) benefit(7)(98)(16)(94)
Net income (loss)$(21)$6,240 $21,322 $(4,484)
Net income (loss) %— %21.2 %21.6 %(10.6)%

Consolidated revenue for the three months ended June 30, 2023 increased $21.2 million, or 72%, versus the same period of 2022, primarily driven by related party activity under the ProFrac Agreement which commenced in the second quarter of 2022 and by continued increased activity across our customer base, particularly in the CT segment. Related party revenues in the CT segment are net of $1.1 million and $0.7 million of contract assets amortization for the three months ended June 30, 2023 and 2022, respectively.

Consolidated revenue for the six months ended June 30, 2023 increased $56.4 million, or 133%, versus the same period of 2022, primarily driven by related party activity under the ProFrac Agreement which commenced in the second quarter of 2022 and continued increased activity across our customer base, particularly in the CT segment. Related party revenues in the CT segment are net of $2.4 million and $0.7 million of contract assets amortization for the six months ended June 30, 2023 and 2022, respectively.

Consolidated cost of sales for the three and six months ended June 30, 2023 increased $15.0 million, or 47%, and increased $47.8 million, or 106%, respectively, versus the same period of 2022, primarily attributable to the increase in revenue. Cost of sales for the three months ended June 30, 2022 included temporarily high freight and equipment rental costs incurred at the commencement of the ProFrac Agreement. Consolidated cost of sales percentage improved 15.6% and 12.5% in the three and six months ended June 30, 2023 as a result of our higher revenue volumes and cost management.

SG&A expenses for the three months ended June 30, 2023 increased $1.5 million, or 22%, versus the same period of 2022. The increase relates mainly to personnel costs and professional fees, driven by higher legal and CEO transition costs, partially offset by a decrease in capital transaction related costs. SG&A expenses for the six months ended June 30, 2023 increased $3.1 million, or 26%, versus the same period of 2022. The increase relates mainly to personnel costs and professional fees, driven by higher legal fees and CEO transition costs, partially offset by a decrease in capital transaction related costs. Professional fees are expected to decline going forward.
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Research and development (“R&D”) costs for the three and six months ended June 30, 2023 decreased $0.3 million, or 23%, and decreased $1.1 million, or 42%, respectively, versus the same periods of 2022 due to a reduction in sample testing in 2023 and lower personnel cost driven by headcount optimization.
Severance costs decreased $2.9 million, or 474% for the three months ended June 30, 2023 versus the same period of 2022, driven by the reversal of $2.3 million of severance costs in the three months ended June 30, 2023 previously accrued with respect to a lawsuit filed against our former CEO, John Chisholm, upon the resolution of all legal claims on this matter (see Note 12, “Commitments and Contingencies”). Severance costs decreased $0.7 million, or 109%, for the six months ended June 30, 2023, versus the same period of 2022, driven by the reversal of severance costs with respect to a lawsuit filed against our former CEO, John Chisholm, partially offset by costs attributable to changes in senior management.
Income from operations decreased $7.4 million, or 92%, for the three months ended June 30, 2023, versus the same period in 2022. The decrease is primarily driven by a decrease in the gain in fair value of the Contract Consideration Convertible Notes Payable of $13.3 million compared to the same period of 2022, a gain on sale of assets for the three months ended June 30, 2022 of $1.9 million and increased SG&A costs for the three months ended June 30, 2023 of $1.5 million. The decrease is partially offset by an increase in gross profit of $6.2 million relating to increased activity and a reversal of severance costs in the three months ended June 30, 2023 of $2.3 million. Income from operations increased $21.4 million, or 954%, for the six months ended June 30, 2023, versus the same period of 2022. The improvement is primarily driven by an increase in the gain in fair value of the Contract Consideration Convertible Notes Payable of $16.7 million compared to the same period of 2022 and an increase in gross profit of $8.6 million driven by activity. The improvement is partially offset by an increase in SG&A costs of $3.1 million and gains on the sale of assets and lease termination of $1.9 million and $0.6 million, respectively, reported in the six months ended June 30, 2022.
Interest and other expense for the three months ended June 30, 2023 decreased $1.0 million, or 60%, driven by a reduction in interest expense as a result of the Convertible Notes Payable and the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable maturing in the three months ended March 31, 2023 and the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable maturing in the three months ended June 30, 2023 (see Note 9, “Debt and Convertible Notes Payable”). Interest and other income for the six months ended June 30, 2023 increased $4.3 million, or 200%, driven primarily by a $4.5 million gain for the forgiveness of the Flotek PPP loan (see Note 9, “Debt and Convertible Notes Payable”).
The Company’s income tax (expense) benefit for the three and six months ended June 30, 2023 and 2022 was minimal.
Results by Segment (in thousands):
Chemistry Technologies Results of Operations:
Three months ended June 30,Six months ended June 30,
2023202220232022
Revenue from external customers$15,469 $12,111 $24,693 $21,422 
Revenue from related party32,617 16,549 68,883 19,046 
Income from operations3,795 14,944 27,174 8,887 
CT revenue from external customers for the three months ended June 30, 2023 increased $3.4 million, or 28%, compared to the same period of 2022 driven mainly by expansion of customer base. Revenue from related parties increased $16.1 million, or 97%, compared to the same period of 2022. The increased revenue in 2023 is driven by the ProFrac Agreement which commenced in the second quarter of 2022.
CT revenue from external customers for the six months ended June 30, 2023 increased $3.3 million, or 15% , compared to the same period of 2022 driven mainly by activity with four new customers partially offset by a decrease in activity with other customers. Revenue from related parties increased $49.8 million, or 262%, compared to the same period of 2022. The increased revenue in 2023 is driven by the ProFrac Agreement, which commenced in the second quarter of 2022.
Income from operations for the CT segment for the three months ended June 30, 2023 decreased $11.1 million, or 75%, compared to the same period of 2022. The decline is primarily attributable to a decrease in the gain in fair value of the Contract Consideration Convertible Notes Payable of $13.3 million for the three months ended June 30, 2023 compared to the same
38

period of 2022 and a gain on sale of assets of $1.9 million reported in the three months ended June 30, 2022. The decline is partially offset by increased gross profit of $4.2 million attributable to increased activity.
Income from operations for the CT segment for the six months ended June 30, 2023 increased $18.3 million, or 206%, compared to the same period of 2022. The improvement is primarily attributable to the gain in fair value of the Contract Consideration Convertible Notes Payable of $30.0 million for the six months ended June 30, 2023 compared to $13.3 million for the same period of 2022 and an increase in gross profit of $5.3 million attributable to increased activity. During the six months ended June 30, 2022, the income from operations included gains on sale of assets and lease termination of $1.9 million and $0.6 million, respectively.
Data Analytics Results of Operations:
Three months ended June 30,Six months ended June 30,
2023202220232022
Revenue from external customers$2,351 $713 $4,779 $1,784 
Revenue from related party157 — 247 — 
Income (loss) from operations129 (1,198)587 (2,006)

DA revenue from external customers for the three months ended June 30, 2023 increased $1.6 million, or 230%, compared to the same period of 2022 driven by revenue increases with various customers. Revenue from related party customers for the three months ended June 30, 2023 was $0.1 million relating to services provided to ProFrac Services, LLC.

DA revenue from external customers for the six months ended June 30, 2023 increased $3.0 million, or 168%, compared to the same period of 2022 primarily due to significant products revenues from three customers. Revenue from related party customers for the six months ended June 30, 2023 was $0.2 million relating to services provided to ProFrac Services, LLC.

Income from operations for the DA segment for the three months ended June 30, 2023 increased $1.3 million, or 111%, compared to the same period for 2022 driven primarily by increased activity and partially offset by higher personnel costs and R&D expense. Income from operations for the DA segment for the six months ended June 30, 2023 increased $2.6 million, or 129%, compared to the same period for 2022 primarily driven by increased activity and decreased R&D expense, and partially offset by increased personnel costs.

Corporate and Other Results of Operations:

Three months ended June 30,Six months ended June 30,
2023202220232022
Income (loss) from operations$(3,252)$(5,707)$(8,577)$(9,126)

Loss from operations for the three months ended June 30, 2023 decreased $2.5 million, or 43%, compared to the same period of 2022 attributable to a $2.3 million reversal of severance costs reported in the three months ended June 30, 2023. Loss from operations for the six months ended June 30, 2023 decreased $0.5 million, or 6%, compared to the same period of 2022 attributable to lower stock compensation costs, partially offset by increased professional fees driven by higher legal fees.
Capital Resources and Liquidity
Overview
The Company’s ongoing capital requirements relate to the acquisition and maintenance of equipment and funding working capital requirements. During the six months ended June 30, 2023, the Company funded working capital requirements with cash on hand.
As of June 30, 2023, the Company had unrestricted cash and cash equivalents of $8.8 million compared to $12.3 million on December 31, 2022. During the six months ended June 30, 2023, the Company had operating income of $19.2 million, $2.2 million of cash used by operating activities, $0.3 million of cash used in investing activities and $0.9 million of cash used in financing activities.

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The Company has received credit approval from a prospective lender with respect to a proposed asset-based loan (“ABL”). The proposed ABL would provide credit availability based upon eligible accounts receivable, eligible inventory and real estate values. The Company expects to provide an update on this process before the end of August 2023, and can provide no assurance that it will be able to successfully close the ABL.
Going Concern
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern does exist.

The Company currently funds its operations from cash on hand and other current assets. The Company has a history of losses and negative cash flows from operations and expects to utilize a significant amount of cash within one year after the date of filing the unaudited condensed consolidated financial statements. The availability of capital is dependent on the Company’s operating cash flow currently expected to be principally derived from the ProFrac Agreement (see Note 9, “Debt and Convertible Notes Payable” and Note 16, “Related Party Transactions”). It is not certain that the Company’s cash and other current assets and the Company’s forecasted operating cash flows currently expected to be generated from the ongoing execution of the ProFrac Agreement will provide the Company with sufficient financial resources to fund operations and meet the Company’s capital requirements and anticipated obligations as they become due in the next twelve months. The Company may require additional liquidity to continue its operations over the next twelve months to sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are filed.

The Company is evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, such as the ABL discussed above, obtaining higher prices for its products and services, increasing the percentage of its sales from higher margin products, monetizing non-core assets, and reducing expenses. However, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
Cash Flows
Consolidated cash flows by type of activity are noted below (in thousands):
 Six months ended June 30,
 20232022
Net cash used in operating activities$(2,234)$(23,915)
Net cash (used in) provided by investing activities(292)4,189 
Net cash (used in) provided by financing activities(888)39,431 
Effect of changes in exchange rates on cash and cash equivalents(34)95 
Net change in cash and cash equivalents and restricted cash$(3,448)$19,800 
Operating Activities
Net cash used in operating activities was $2.2 million during the six months ended June 30, 2023 compared to $23.9 million for the same period of 2022. Consolidated net income for the six months ended June 30, 2023 was $21.3 million compared to a net loss of $4.5 million for the six months ended June 30, 2022.
During the six months ended June 30, 2023, non-cash adjustments to net income (loss) totaled $28.4 million as compared to $10.0 million for the same period of 2022.
For the six months ended June 30, 2023 non-cash adjustments included $30.0 million for the change in fair value of Contract Consideration Convertible Notes Payable and $4.5 million for PPP loan forgiveness. These were offset by
40


non-cash positive adjustments of $2.3 million paid-in-kind interest expense, $2.4 million amortization of contract assets and $1.6 million non-cash lease expense.
For the six months ended June 30, 2022 non-cash adjustments included $13.3 million for the change in fair value of Contract Consideration Convertible Notes Payable, $1.9 million gain on sale of property and equipment and $0.6 million gain on lease termination. These were offset by $1.8 million paid-in-kind interest expense and $1.6 million stock compensation expense.
During the six months ended June 30, 2023, changes in working capital provided $4.8 million of cash as compared to using $9.4 million for the same period of 2022.
For the six months ended June 30, 2023 changes in working capital resulted primarily from an increase in accounts payable of $11.6 million and a decrease in third party accounts receivable of $2.2 million, partially offset by an increase in inventory of $3.2 million along with decreased accrued liabilities and operating lease liabilities of $3.5 million and $1.9 million, respectively.
For the six months ended June 30, 2023 changes in working capital resulted primarily from an increase in accounts receivable and inventories of $10.1 million and $4.5 million, respectively, due to increased revenue, change in contract asset of $3.6 million attributable to fees associated with the Contract Consideration Convertible Notes Payable, and decreased accrued liabilities partially due to payment of a legal settlement accrued in 2021. This is partially offset by an increase in accounts payable of $12.2 million relating mainly to purchases made to support activity under the ProFrac Agreement.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2023 was $0.3 million driven by capital expenditures. Net cash provided by investing activities for the six months ended June 30, 2022 was $4.2 million from the sale of the manufacturing facility in Waller, Texas, which closed in April 2022.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2023 was $0.9 million and relates primarily to payments for forfeited stock options and to tax authorities for shares withheld from employees. Net cash provided by financing activities was $39.4 million for the six months ended June 30, 2022, and relates primarily to the proceeds from the issuance of convertible notes and warrants partially offset by issuance costs relating to the convertible notes.
Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company’s 2022 Annual Report describes the critical accounting policies and estimates used in the preparation of the Company’s condensed consolidated financial statements. Note 2, “Summary of Significant Accounting Policies”, of the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2022 Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company is exposed to market risk from changes in interest rates, commodity prices and foreign currency exchange rates. There have been no material changes to the quantitative or qualitative disclosures about market risk set forth in Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of the Company’s Annual Report.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures

The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. The Company’s
41


disclosure controls and procedures are also designed to ensure such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained.

In accordance with Exchange Act Rules 13a–15(e) and 15d–15(e), we carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2023. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting described below.

Material Weakness in Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, as amended.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of the Company’s 2022 Annual Report, we conducted an evaluation to assess the effectiveness of our internal control over financial reporting as of December 31, 2022, and identified the material weakness described below that continues to exist as of June 30, 2023.

Specifically, (i) the Company did not have sufficient resources in place throughout the reporting period with the appropriate training and knowledge of internal controls over financial reporting in order to establish the Company’s financial reporting processes to design, implement and operate an effective system of internal control over financial reporting; (ii) the Company did not conduct an adequate continuous risk assessment over financial reporting to identify and analyze risks of financial misstatement due to error and/or fraud and to identify and assess necessary changes in financial reporting processes and internal controls impacted by significant changes in the business and increase in transactions; and (iii) the Company did not have an effective information and communication process that ensured appropriate and accurate information was available to financial reporting personnel on a timely basis in order that they could fulfill their roles and responsibilities.

Accordingly, the Company did not establish appropriate control activities through policies and procedures to mitigate risk to the achievement of the Company’s financial reporting objectives, as follows:

The Company did not design effective controls over the identification and subsequent accounting for modifications to lease agreements;
The Company did not design effective controls over the accuracy of prepaid asset accounts;
The Company did not design effective controls over the completeness and accuracy of the related party revenue accrual at period end to ensure all sales are properly accounted for.

These control deficiencies resulted in several material and immaterial misstatements that were corrected prior to the issuance of the consolidated financial statements included in the 2022 Annual Report.

The Company believes that, notwithstanding the material weakness mentioned above, the unaudited condensed consolidated financial statements contained in this Form 10-Q fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company in conformity with generally accepted accounting principles in the United States as of the dates and for the periods presented in this Form 10-Q.

Remediation Plan and Status

The Company has implemented and continues to implement certain remediation actions, and continues to evaluate the elements of the remediation plan. These elements include:
Implementing a revised FY2023 financial control risk assessment process based on changes in process that have impacted the Company as well as a regularly recurring assessment process focused on identifying and analyzing risks of financial misstatements due to changes in our business or the nature of transactions; and
42


Enhancing the information and communication processes to ensure the organization communicates information internally in a timely manner, including information regarding objectives, responsibilities and the functioning of internal controls over financial reporting. Changes will include more frequent discussion of significant business transactions and the impact of these transactions on the Company’s financial reporting, and improving communication to employees regarding their responsibilities for ensuring that effective internal controls are maintained.
The Company believes that the actions listed above will provide appropriate remediation of the material weakness; however, the testing of the effectiveness of the controls has not been completed by the Company. Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance can be given as to the timing for completion of remediation. The material weakness will be considered fully remediated when the Company concludes that the controls have been operating for a sufficient amount of time and the design and effectiveness of the controls are validated by management.

Changes in Internal Controls over Financial Reporting

Except as described above in “Remediation Plan and Status”, there have been no changes in the Company’s system of internal control over financial reporting (identified in connection with the evaluation required by Rule 13a-15(d) and Rule 15d-15(d) under the Exchange Act) during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Except as described in Note 12, “Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements contained in Part I, Item 1, there have been no material changes in the legal proceedings as described in “Item3. - Legal Proceedings” in the Company’s Annual Report on Form 10-K filed with the SEC on March 23, 2023.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors contained in “Item 1A.-Risk Factors” in our 2022 Annual Report, which could materially affect our business, financial condition and/or future results. As of June 30, 2023, except as set forth below, there have been no material changes in our risk factors from those set forth in the Annual Report. The risks described in the Annual Report and below are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future results.
If we cannot regain compliance with the NYSE’s continued listing requirements and rules, the NYSE may delist our common stock, which could negatively affect our company, the price of our common stock and our stockholders’ ability to sell our common stock.

On April 12, 2023, we received written notice from the NYSE that the average closing price of our shares of common stock was below $1.00 per share over a period of 30 consecutive days, which is below the requirement for continued listing on the NYSE. In accordance with applicable NYSE procedures, we have notified the NYSE that we intend to cure the $1.00 per share deficiency. Based on the applicable NYSE procedures, we have six months following the receipt of the NYSE’s notice to cure the deficiency and regain compliance. The NYSE’s notice has no immediate impact on the listing of our common stock, which will continue to trade on the NYSE subject to our continued compliance with the other listing requirements of the NYSE. Our shares of common stock will continue to trade under the symbol “FTK” but will have an added designation of “.BC” to indicate that the status of the common stock is “below compliance” with the NYSE continued listing standards. The “.BC” indicator will be removed at such time as we are deemed to be in compliance. We are evaluating available options to regain compliance, which may include, if necessary, effectuating a reverse stock split.

If our common stock ultimately were to be delisted for any reason, it could negatively impact us by (i) reducing the liquidity and market price of our common stock; (ii) reducing the number of investors willing to hold or acquire our common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.

Item 2. Unregistered Sales of Equity Securities
Unregistered Sales of Equity Securities
None

Issuer Repurchases of Equity Securities

The Company’s stock compensation plans allow employees to elect to have shares withheld to satisfy their tax liabilities related to non-qualified stock options exercised or restricted stock vested or to pay the exercise price of the options. When this settlement method is elected by the employee, the Company repurchases the shares withheld upon vesting or exercise of the award. Repurchases of the Company’s equity securities during the three months ended June 30, 2023 that the Company made or were made on behalf of the Company or any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act are as follows:
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Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
April 1, 2023 to April 30, 202326,426 $0.69 
May 1, 2023 to May 31, 202315,263 $0.66 
June 1, 2023 to June 30, 20231,730 $0.71 
Total43,419 
(1) The Company purchases shares of its common stock (a) to satisfy tax withholding requirements and payment remittance obligations related to period vesting of restricted shares and exercise of non-qualified stock options and (b) to satisfy payments required for common stock upon the exercise of stock options.
Item 3. Defaults Upon Senior Securities
None.
Item  4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information

None.


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Item  6. Exhibit
Exhibit
Number
  Description of Exhibit
2.1***
3.1  
3.2  
3.3
3.4
3.5
4.1  
4.2
4.3
4.4
4.5
10.1
10.2
10.3
10.4
10.5
10.6
31.1*
31.2*
32.1**
32.2**
101.INS*Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH*Inline XBRL Schema Document
101.CAL*Inline XBRL Calculation Linkbase Document
101.LAB*Inline XBRL Label Linkbase Document
101.PRE*Inline XBRL Presentation Linkbase Document
101.DEF*Inline XBRL Definition Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed with this Form 10-Q.
**Furnished with this Form 10-Q, not filed.
***Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission or its staff.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 9, 2023
 
FLOTEK INDUSTRIES, INC.
By:   /s/    Ryan Ezell
 Ryan Ezell
 Chief Executive Officer
By:/s/    Bond Clement
Bond Clement
Chief Financial Officer (Principal Financial and Accounting Officer)




47

Exhibit 31.1
CERTIFICATION
I, Ryan Ezell, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Flotek Industries, Inc.;
2. To the best of my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. To the best of my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/    RYAN EZELL
Ryan Ezell
Chief Executive Officer
Date: August 9, 2023


Exhibit 31.2
CERTIFICATION
I, Bond Clement, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Flotek Industries, Inc.;
2. To the best of my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. To the best of my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/    BOND CLEMENT
Bond Clement
Chief Financial Officer
Date: August 9, 2023
 



Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Flotek Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/    Ryan Ezell
Ryan Ezell
Chief Executive Officer
Date: August 9, 2023



Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Flotek Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/   BOND CLEMENT
Bond Clement
Chief Financial Officer
Date: August 9, 2023


v3.23.2
Cover Page - shares
6 Months Ended
Jun. 30, 2023
Aug. 04, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 1-13270  
Entity Registrant Name FLOTEK INDUSTRIES INC/CN  
Entity Incorporation, State DE  
Entity Tax Identification Number 90-0023731  
Entity Address, Street 8846 N. Sam Houston Parkway W.  
Entity Address, City Houston,  
Entity Address, State TX  
Entity Address, Postal Zip Code 77064  
City Area Code 713  
Local Phone Number 849-9911  
Title of each class Common Stock, $0.0001 par value  
Trading Symbol(s) FTK  
Name of each exchange on which registered NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   152,401,483
Entity Central Index Key 0000928054  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.23.2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 8,841 $ 12,290
Restricted cash 101 100
Inventories, net 18,397 15,720
Other current assets 4,051 4,045
Current contract assets 7,716 7,113
Total current assets 78,994 81,087
Long-term contract assets 69,583 72,576
Property and equipment, net 4,753 4,826
Operating lease right-of-use assets 4,279 5,900
Deferred tax assets, net 404 404
Other long-term assets 17 17
Total assets 158,030 164,810
Current liabilities:    
Accounts payable 44,949 33,375
Accrued liabilities 5,178 8,984
Income taxes payable 12 97
Interest payable 0 130
Current portion of operating lease liabilities 2,902 3,328
Current portion of finance lease liabilities 37 36
Current portion of long-term debt 179 2,052
Convertible notes payable 0 19,799
Contract Consideration Convertible Notes Payable 0 83,570
Total current liabilities 53,257 151,371
Deferred revenue, long-term 35 44
Long-term operating lease liabilities 6,584 8,044
Long-term finance lease liabilities 3 19
Long-term debt 149 2,736
TOTAL LIABILITIES 60,028 162,214
Stockholders’ equity:    
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding 0 0
Common stock, $0.0001 par value, 240,000,000 shares authorized; 158,220,075 shares issued and 151,541,446 shares outstanding at June 30, 2023 ; 83,915,918 shares issued and 77,788,391 shares outstanding at December 31, 2022 15 8
Additional paid-in capital 462,517 388,177
Accumulated other comprehensive income 147 181
Accumulated deficit (330,197) (351,519)
Treasury stock, at cost; 6,678,629 and 6,127,527 shares at June 30, 2023 and December 31, 2022, respectively (34,480) (34,251)
Total stockholders’ equity 98,002 2,596
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 158,030 164,810
Nonrelated Party    
Current assets:    
Accounts receivable 16,855 19,136
Related Party    
Current assets:    
Accounts receivable $ 23,033 $ 22,683
v3.23.2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Preferred stock, at par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 100,000 100,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 240,000,000 240,000,000
Common stock, shares issued (in shares) 158,220,075 83,915,918
Common stock, shares outstanding (in shares) 151,541,446 77,788,391
Treasury stock, shares (in shares) 6,678,629 6,127,527
Nonrelated Party    
Accounts receivable, allowance for doubtful accounts $ 682 $ 623
Related Party    
Accounts receivable, allowance for doubtful accounts $ 0 $ 0
v3.23.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue:        
Total revenues $ 50,594 $ 29,373 $ 98,602 $ 42,252
Cost of sales 46,690 31,678 92,817 45,036
Gross profit (loss) 3,904 (2,305) 5,785 (2,784)
Operating costs and expenses:        
Selling, general, and administrative 8,351 6,821 14,803 11,707
Depreciation 174 182 349 377
Research and development 860 1,115 1,474 2,530
Severance costs (2,279) 610 (56) 603
Gain on sale of property and equipment 0 (1,914) 0 (1,906)
Gain on lease termination 0 0 0 (584)
Gain in fair value of Contract Consideration Convertible Notes Payable (3,874) (17,158) (29,969) (13,266)
Total operating costs and expenses 3,232 (10,344) (13,399) (539)
Income (loss) from operations 672 8,039 19,184 (2,245)
Other income (expense):        
Payment protection plan loan forgiveness 0 0 4,522 0
Interest expense (705) (1,597) (2,377) (2,265)
Other income (expense), net 19 (104) 9 120
Total other income (expense) (686) (1,701) 2,154 (2,145)
Income (loss) before income taxes (14) 6,338 21,338 (4,390)
Income tax expense (7) (98) (16) (94)
Net income (loss) $ (21) $ 6,240 $ 21,322 $ (4,484)
Income (loss) per common share:        
Basic (in dollars per share) $ 0 $ 0.08 $ 0.18 $ (0.06)
Diluted (see Note 14, “Earnings (Loss) Per Share”) (in dollars per share) $ (0.02) $ (0.05) $ (0.04) $ (0.12)
Weighted average common shares:        
Weighted average common shares used in computing basic income (loss) per common share (in shares) 143,433 74,861 121,244 73,476
Weighted average common shares used in computing diluted loss per common share (in shares) 169,500 124,335 164,165 107,086
Nonrelated Party        
Revenue:        
Revenue $ 17,820 $ 12,824 $ 29,472 $ 23,206
Cost of sales 16,445 13,830 27,743 24,598
Related Party        
Revenue:        
Revenue 32,774 16,549 69,130 19,046
Cost of sales $ 30,245 $ 17,848 $ 65,074 $ 20,438
v3.23.2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ (21) $ 6,240 $ 21,322 $ (4,484)
Other comprehensive income (loss):        
Foreign currency translation adjustment (13) 87 (34) 95
Comprehensive income (loss) $ (34) $ 6,327 $ 21,288 $ (4,389)
v3.23.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net income (loss) $ 21,322 $ (4,484)
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Change in fair value of contingent consideration (324) (134)
Change in fair value of Contract Consideration Convertible Notes Payable (29,969) (13,266)
Amortization of convertible note issuance cost 83 414
Paid-in-kind interest expense 2,284 1,819
Amortization of contract assets 2,390 737
Depreciation 349 377
Provision for credit losses, net of recoveries 63 87
Provision for excess and obsolete inventory 497 769
Gain on sale of property and equipment 0 (1,906)
Gain on lease termination 0 (584)
Lease expense 1,621 112
Stock compensation expense (836) 1,591
Deferred income tax benefit 0 (5)
Paycheck protection plan loan forgiveness (4,522) 0
Changes in current assets and liabilities:    
Accounts receivable 2,218 (21,741)
Accounts receivable, related party (350) 11,600
Inventories (3,158) (4,521)
Income taxes receivable 0 7
Other assets (6) (232)
Contract assets 0 (3,600)
Accounts payable 11,574 12,154
Accrued liabilities (3,491) (2,924)
Operating lease liabilities (1,886) (308)
Income taxes payable (85) 99
Interest payable (8) 24
Net cash used in operating activities (2,234) (23,915)
Cash flows from investing activities:    
Capital expenditures (292) (5)
Proceeds from sale of assets 0 4,194
Net cash (used in) provided by investing activities (292) 4,189
Cash flows from financing activities:    
Payment for forfeited stock options (617) 0
Payments on long term debt (60) 0
Proceeds from issuance of convertible notes 0 21,150
Payment of issuance costs of convertible notes 0 (1,084)
Proceeds from issuance of warrants 0 19,500
Payments to tax authorities for shares withheld from employees (229) (138)
Proceeds from issuance of stock 33 24
Payments for finance leases (15) (21)
Net cash (used in) provided by financing activities (888) 39,431
Effect of changes in exchange rates on cash and cash equivalents (34) 95
Net change in cash and cash equivalents and restricted cash (3,448) 19,800
Cash and cash equivalents at the beginning of period 12,290 11,534
Restricted cash at the beginning of period 100 1,790
Cash and cash equivalents and restricted cash at beginning of period 12,390 13,324
Cash and cash equivalents at end of period 8,841 33,084
Restricted cash at the end of period 101 40
Cash and cash equivalents and restricted cash at end of period $ 8,942 $ 33,124
v3.23.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands
Total
ProFrac Agreement
Common Stock
Treasury Stock
Additional Paid-in Capital
Additional Paid-in Capital
ProFrac Agreement
Accumulated Other Comprehensive Income
Accumulated Deficit
Beginning balance at Dec. 31, 2021 $ 20,192   $ 8 $ (34,100) $ 363,417   $ 81 $ (309,214)
Beginning balance (in shares) at Dec. 31, 2021     79,484,000          
Beginning balance (in shares) at Dec. 31, 2021       6,022,000        
Increase (Decrease) in Equity                
Net (loss) income (4,484)             (4,484)
Foreign currency translation adjustment 95           95  
Stock issued under employee stock purchase plan 24       24      
Stock issued under employee stock purchase plan (in shares)       (19,000)        
Restricted stock granted (in shares)     626,000          
Restricted stock forfeited (in shares)     (3,000) 20,000        
Stock compensation expense 1,591       1,591      
Shares withheld to cover taxes (138)     $ (138)        
Shares withheld to cover taxes (in shares)     (15,000) 88,000        
Issuance of warrants 9,930       9,930      
Equity contribution 8,400       8,400      
Conversion of convertible notes payable to Common Stock 2,948       2,948      
Conversion of notes to common stock (in shares)     2,793,000          
Ending balance at Jun. 30, 2022 38,558   $ 8 $ (34,238) 386,310   176 (313,698)
Ending balance (in shares) at Jun. 30, 2022     82,885,000          
Ending balance (in shares) at Jun. 30, 2022       6,111,000        
Beginning balance at Mar. 31, 2022 13,104   $ 8 $ (34,159) 367,104   89 (319,938)
Beginning balance (in shares) at Mar. 31, 2022     82,564,000          
Beginning balance (in shares) at Mar. 31, 2022       6,073,000        
Increase (Decrease) in Equity                
Net (loss) income 6,240             6,240
Foreign currency translation adjustment 87           87  
Stock issued under employee stock purchase plan 24       24      
Stock issued under employee stock purchase plan (in shares)       (19,000)        
Restricted stock granted (in shares)     339,000          
Restricted stock forfeited (in shares)     (3,000) 12,000        
Stock compensation expense 852       852      
Shares withheld to cover taxes (79)     $ (79)        
Shares withheld to cover taxes (in shares)     (15,000) 45,000        
Issuance of warrants 9,930       9,930      
Equity contribution 8,400       8,400      
Ending balance at Jun. 30, 2022 38,558   $ 8 $ (34,238) 386,310   176 (313,698)
Ending balance (in shares) at Jun. 30, 2022     82,885,000          
Ending balance (in shares) at Jun. 30, 2022       6,111,000        
Beginning balance at Dec. 31, 2022 $ 2,596   $ 8 $ (34,251) 388,177   181 (351,519)
Beginning balance (in shares) at Dec. 31, 2022 83,915,918   83,916,000          
Beginning balance (in shares) at Dec. 31, 2022 6,127,527     6,127,000        
Increase (Decrease) in Equity                
Net (loss) income $ 21,322             21,322
Foreign currency translation adjustment (34)           (34)  
Stock issued under employee stock purchase plan 33       33      
Stock issued under employee stock purchase plan (in shares)       (43,000)        
Restricted stock granted (in shares)     15,000          
Restricted stock forfeited (in shares)     (40,000) 379,000        
Restricted stock units vested (in shares)     496,000          
Forfeited stock options purchased (617)       (617)      
Stock compensation expense (836)       (836)      
Shares withheld to cover taxes (229)     $ (229)        
Shares withheld to cover taxes (in shares)       214,000        
Issuance of warrants   $ 15,092       $ 15,092    
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to Common Stock (in shares)     63,497,000          
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to Common Stock 40,638   $ 6   40,632      
Conversion of convertible notes payable to Pre-Funded Warrants 11,040       11,040      
Conversion of convertible notes payable to Common Stock 8,997   $ 1   8,996      
Conversion of notes to common stock (in shares)     10,336,000          
Ending balance at Jun. 30, 2023 $ 98,002   $ 15 $ (34,480) 462,517   147 (330,197)
Ending balance (in shares) at Jun. 30, 2023 158,220,075   158,220,000          
Ending balance (in shares) at Jun. 30, 2023 6,678,629     6,677,000        
Beginning balance at Mar. 31, 2023 $ 57,138   $ 9 $ (34,451) 421,596   160 (330,176)
Beginning balance (in shares) at Mar. 31, 2023     94,614,000          
Beginning balance (in shares) at Mar. 31, 2023       6,442,000        
Increase (Decrease) in Equity                
Net (loss) income (21)             (21)
Foreign currency translation adjustment (13)           (13)  
Stock issued under employee stock purchase plan 13       13      
Stock issued under employee stock purchase plan (in shares)       (22,000)        
Restricted stock forfeited (in shares)       214,000        
Restricted stock units vested (in shares)     109,000          
Stock compensation expense 276       276      
Shares withheld to cover taxes (29)     $ (29)        
Shares withheld to cover taxes (in shares)       43,000        
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to Common Stock (in shares)     63,497,000          
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable to Common Stock 40,638   $ 6   40,632      
Ending balance at Jun. 30, 2023 $ 98,002   $ 15 $ (34,480) $ 462,517   $ 147 $ (330,197)
Ending balance (in shares) at Jun. 30, 2023 158,220,075   158,220,000          
Ending balance (in shares) at Jun. 30, 2023 6,678,629     6,677,000        
v3.23.2
Organization and Nature of Operations
6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Nature of Operations Organization and Nature of Operations
General
Flotek Industries, Inc. (“Flotek” or the “Company”) creates unique solutions to reduce the environmental impact of energy on air, water, land and people. A technology-driven, specialty green chemistry and data company, Flotek helps customers across industrial and commercial markets improve their environmental performance.
The Company’s Chemistry Technologies (“CT”) segment develops, manufactures, packages, distributes, delivers, and markets green specialty chemicals that aim to enhance the profitability of hydrocarbon producers.
The Company’s Data Analytics (“DA”) segment aims to enable users to maximize the value of their hydrocarbon associated processes by providing analytics associated with their hydrocarbon streams in seconds rather than minutes or days. The real-time access to information prevents waste, reduces reprocessing and allows users to pursue automation of their hydrocarbon streams to maximize their profitability.
The Company’s two operating segments, CT and DA, are both supported by its Research & Innovation advanced laboratory capabilities. For further discussion of our operations and segments, see Note 17, “Business Segment, Geographic and Major Customer Information.”
Going Concern
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists.

The Company currently funds its operations from cash on hand and other current assets. The Company has a history of losses and negative cash flows from operations and expects to utilize a significant amount of cash within one year after the date of filing the unaudited condensed consolidated financial statements. The availability of capital is dependent on the Company’s operating cash flow currently expected to be principally derived from the ProFrac Agreement (see Note 9, “Debt and Convertible Notes Payable” and Note 16, “Related Party Transactions”). It is not certain that the Company’s cash and other current assets and the Company’s forecasted operating cash flows currently expected to be generated from the ongoing execution of the ProFrac Agreement will provide the Company with sufficient financial resources to fund operations and meet the Company’s capital requirements and anticipated obligations as they become due in the next twelve months. The Company may require additional liquidity to continue its operations over the next twelve months to sufficiently alleviate or mitigate the conditions and events noted above, which results in substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are filed.

The Company is evaluating strategies to obtain additional funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, issuing debt or entering into other financing arrangements, obtaining higher prices for its products and services, increasing the percentage of its sales from higher margin products, monetizing non-core assets, and reducing expenses. However, the Company may be unable to access further equity or debt financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

The unaudited condensed consolidated financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Company were unable to continue as a going concern.
v3.23.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect all adjustments, in the opinion of management, necessary for the fair statement of the financial condition and results of operations for the periods presented. All such adjustments are normal and recurring in nature. The financial statements, including selected notes, have been prepared in accordance with applicable rules and regulations of the SEC regarding interim financial reporting and do not include all
information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for comprehensive financial statement reporting. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2022 Annual Report. A copy of the 2022 Annual Report is available on the SEC’s website, www.sec.gov or on Flotek’s website, www.flotekind.com. The information contained on the Company’s website does not form a part of this Quarterly Report.
All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries.
Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase.
Restricted Cash
The Company’s restricted cash is $0.1 million and $0.1 million as of June 30, 2023 and December 31, 2022, respectively. The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its credit card program with a financial institution.

Accounts Receivable and Allowance for Credit Losses
Accounts receivable and accounts receivable, related party, arise from product sales and services and are stated at estimated net realizable value. This value incorporates an allowance for credit losses to reflect any loss anticipated on accounts receivable balances. The Company applies the current expected credit loss (CECL) model, which requires immediate recognition of expected credit losses over the contractual life of receivables and records the appropriate allowance for credit losses as a charge to operating expenses. The allowance for credit losses is based on a combination of the individual customer circumstances, credit conditions, and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. The recovery of accounts receivable previously written off is recorded as a reduction to the allowance for credit losses charged to operating expense.

The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political, and civil instability, which can impact the collectability of receivables.
Contract Assets
The Company’s contract assets represent consideration issued in the form of convertible notes (Contract Consideration Convertible Notes Payable as discussed in Note 9, “Debt and Convertible Notes Payable”) and other incremental costs related to obtaining the ProFrac Agreement. The contract assets are amortized over the term of the ProFrac Agreement (10 years) based on forecasted revenues as goods are transferred to ProFrac Services, LLC, and the amortization is presented as a reduction of the transaction price included in related party revenue in the consolidated statements of operations.

The contract assets are tested for recoverability on a recurring basis and the Company will recognize an impairment loss to the extent that the carrying amount of the contract assets exceeds the amount of consideration the Company expects to receive in the future for the transfer of goods under the ProFrac Agreement less the direct costs that relate to providing those goods in the future.
Inventories
Inventories consist of raw materials and finished goods and are stated at the lower of cost determined by using the weighted-average cost method, or net realizable value. Finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. Write-downs or write-offs of inventory are charged to cost of sales.

Property and Equipment
Property and equipment are stated at cost. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows:
Buildings and leasehold improvements
2-30 years
Machinery and equipment
7-10 years
Furniture and fixtures3 years
Land improvements20 years
Transportation equipment
2-5 years
Computer equipment and software
3-7 years
Property and equipment, including ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable, the Company first compares the carrying amount of an asset or asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset. If the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset, the Company will determine the fair value of the asset or asset group. The amount of impairment loss recognized is the excess of the asset or asset group’s carrying amount over its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.
Assets to be disposed of are reported as assets held for sale at the lower of the carrying amount or the asset’s fair value less cost to sell and depreciation is ceased. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying amount of the asset and the net proceeds received.
Leases
The Company leases certain facilities, land, vehicles, and equipment. The Company determines if an arrangement is classified as a lease at inception of the arrangement.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the related lease. Finance leases are under the current and non-current liabilities and the underlying assets are included in property and equipment on the consolidated balance sheet.

As most of the Company’s leases do not provide an implicit rate of return, on a quarterly basis, the Company’s incremental borrowing rate is used, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments. Operating lease liabilities include related options to extend or terminate lease terms that are reasonably certain of being exercised.

Leases with an initial term of 12 months or less (“short term leases”) are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.

Convertible Notes Payable and Liability Classified Contract Consideration Convertible Notes Payable
The Company accounts for the Convertible Notes Payable at amortized cost pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 470, Debt.
The Company accounted for the Contract Consideration Convertible Notes Payable issued as consideration related to a related party contract (see Note 9, “Debt and Convertible Notes Payable”), as liability classified convertible instruments in accordance with FASB ASC 718, “Stock Compensation” (“ASC 718”). Under ASC 718, liability classified convertible instruments are measured at fair value at the grant date and at each reporting date (see Note 10, “Fair Value Measurements”) with the change in fair value included in the consolidated statements of operations.
Fair Value Measurements

The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions that market participants would use to value an asset or liability
and may be observable or unobservable. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. See Note 10, “Fair Value Measurements.”
Revenue Recognition
The Company recognizes revenue when it satisfies performance obligations under the terms of the contract with a customer, and control of the promised goods are transferred to the customer or services are performed, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services.
The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied.
Products and services are sold with fixed or determinable prices. Certain sales include discounts offered to customers for prompt payment and right of return provisions, which are considered when recognizing revenue and deferred accordingly. The Company does not act as an agent in any of its revenue arrangements.
In recognizing revenue for products and services, the Company determines the transaction price of contracts with customers, which may consist of fixed and variable consideration. Determining the transaction price may require judgment by management, which includes identifying performance obligations, estimating variable consideration to include in the transaction price, and determining whether promised goods or services can be distinguished in the context of the contract.

The majority of the CT segment revenue is chemical products that are sold at a point in time based on when control transfers to the customer determined by agreed upon delivery terms. Contracts with customers for the sale of products generally state the terms of the sale, including the quantity and price of each product purchased. Additionally, the CT segment offers various services associated to products sold which includes field services, installation, maintenance, and other functions. These services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation when the Company has a right to invoice the customer.

The DA segment recognizes revenue for sales of equipment at the time of sale based on when control transfers to the customer based on agreed upon delivery terms. Additionally, the Company offers various services associated with products sold which includes field services, installation, maintenance, and other functions. Services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation. There may be additional performance obligations related to providing ongoing or reoccurring maintenance. Revenue for these types of arrangements is recognized ratably over time throughout the contract period. Additionally, the Company may provide subscription-type arrangements with customers in which monthly reoccurring revenue is recognized ratably over time in accordance with agreed upon terms and conditions. Customers may be invoiced for such maintenance and subscription-type arrangements, and revenue not yet recognizable is reported under accrued liabilities and deferred revenue on the consolidated balance sheets. Subscription-type arrangements were not a material revenue stream in the six months ended June 30, 2023 and June 30, 2022.

Payment terms for both the CT and DA segments are customarily 30-60 days for domestic and 90-120 days for international from invoice receipt. Under revenue contracts for both products and services, customers are invoiced once the performance obligations have been satisfied, at which point payment is unconditional. Contract assets associated with incomplete performance obligations are not material.

The Company applies several practical expedients including:

Sales commissions are expensed as selling, general and administrative expenses when incurred because the amortization period is generally one year or less.
The Company’s payment terms are short-term in nature with settlements of one year or less. As a result, the Company does not adjust the promised amount of consideration for the effects of a significant financing component.
In most service contracts, the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance obligations completed to date and as such the Company recognizes revenue in the amount to which it has a right to invoice.
The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Such taxes are included in accrued liabilities on our consolidated balance sheet until remitted to the governmental agency.
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our consolidated statement of operations.
Foreign Currency Translation
The Company’s functional currency is primarily the U.S. dollar. The Company operates principally in the United States and substantially all assets and liabilities of the Company are denominated in U.S. dollars. Financial statements of foreign subsidiaries that are not U.S. dollar functional currency are prepared using the currency of the primary economic environment of the foreign subsidiaries as the functional currency. Assets and liabilities of those foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified reporting periods. Revenue and expense transactions are translated using the average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as other comprehensive income (loss) within stockholders’ equity.
Comprehensive Income (Loss)
Comprehensive income (loss) encompasses all changes in stockholders’ equity, except those arising from investments and distributions to stockholders. The Company’s comprehensive income loss includes consolidated net income (loss) and foreign currency translation adjustments.
Research and Development Costs
Expenditures for research activities relating to product development and improvement are charged to expense as incurred.
Income Taxes
Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company’s policy is to record interest and penalties related to uncertain tax positions as income tax expense.

Stock-Based Compensation
Stock-based compensation expense, related to stock options, restricted stock awards and restricted stock units, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience.
Stock Warrants

The Company evaluated the Pre-Funded Warrants issued in June 2022 (the “June 2022 Warrants”) and the Pre-Funded Warrants issued in February 2023 (the “February 2023 Warrants”) (see Note 13, “Stockholders’ Equity) in accordance with ASC 815-40, “Contracts in Entity’s Own Equity” and determined that the June 2022 Warrants and the February 2023 Warrants meet the criteria to be classified within stockholders’ equity. Accordingly, the Company recorded the proceeds received for the June 2022 Warrants within additional paid in capital. In addition, the Company reclassified the balance of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable (see Note 9, “Debt and Convertible Notes Payable”) for the February 2023 Warrants within additional paid in capital upon conversion.

Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates.
Significant items subject to estimates and assumptions include the useful lives of property and equipment; long lived asset impairment assessments; stock-based compensation expense; allowance for credit losses for accounts receivable; valuation allowances for inventories and deferred tax assets; recoverability and timing of the realization of contract assets; and fair value of liability classified Contract Consideration Convertible Notes Payable.
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB. We evaluate the applicability and impact of all authoritative guidance issued by the FASB. Guidance not listed below was assessed and determined to be either not applicable, clarifications of items listed below, immaterial or already adopted by the Company.
New Accounting Standards Issued and Adopted as of January 1, 2023
The FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This standard replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects estimates of expected credit losses over their contractual life that are recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted this standard prospectively as of January 1, 2023 and the adoption did not have a material impact of the Company’s consolidated financial statements and related disclosures, and there was no cumulative effect on retained earnings.
v3.23.2
Revenue from Contracts with Customers
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
Disaggregation of Revenue
The Company differentiates revenue based on whether the source of revenue is attributable to product sales or service revenue.
Total revenue disaggregated by revenue source is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Revenue:
Products (1)
$49,062 $28,588 $95,829 $40,787 
Services1,532 785 2,773 1,465 
$50,594 $29,373 $98,602 $42,252 
(1) Product revenue includes sales to related parties as described in Note 16, “Related Party Transactions.”
Disaggregation of Cost of Sales
The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services.
Total cost of sales disaggregated is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Tangible goods sold$41,878 $27,379 $83,407 $37,167 
Services156 105 296 53 
Other4,656 4,194 9,114 7,816 
$46,690 $31,678 $92,817 $45,036 
Other cost of sales represent costs directly associated with the generation of revenue but which cannot be attributed directly to tangible goods sold or services. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs.
Cost of sales split between external and related party sales is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Cost of sales for external customers$16,445 $13,830 $27,743 $24,598 
Cost of sales for related parties30,245 17,848 65,074 20,438 
$46,690 $31,678 $92,817 $45,036 
Contract Assets
Contract assets are as follows (in thousands):
June 30, 2023December 31, 2022
Contract assets$83,060 $83,060 
Less accumulated amortization(5,761)(3,371)
Contract assets, net77,299 79,689 
Less current contract assets(7,716)(7,113)
Contract assets, long term$69,583 $72,576 
In connection with entering into the ProFrac Agreement on February 2, 2022 and May 17, 2022 as discussed in Note 9, “Debt and Convertible Notes Payable” and Note 16, “Related Party Transactions,” the Company recognized contract assets of $10.0 million and $69.5 million, respectively, and associated fees of $3.6 million. As of June 30, 2023 and December 31, 2022, $69.6 million and $72.6 million, respectively, of the contract assets are classified as long term based upon our estimate of the forecasted revenues from the ProFrac Agreement which will not be realized within the next twelve months of the ProFrac Agreement. The Company’s estimate of the timing of the future contract revenues is evaluated on a quarterly basis.
During the three and six months ended June 30, 2023 the Company recognized $1.1 million and $2.4 million, respectively, of contract assets amortization which is recorded as a reduction of the transaction price included in the related party revenue in the consolidated statement of operations. During each of the three and six months ended June 30, 2022, the Company recognized $0.7 million of contract assets amortization. The below table reflects our estimated amortization per year (in thousands) based on the Company’s current forecasted revenues from the ProFrac Agreement.
Years ending December 31,Amortization
2023 (excluding the six months ended June 30, 2023)
$3,226 
20248,980 
20258,980 
20268,980 
20278,980 
Thereafter through May 203238,153 
Total contract assets$77,299 
Based on our tests of recoverability, we did not identify impairment of such contract assets as of June 30, 2023.
v3.23.2
Contract Assets
6 Months Ended
Jun. 30, 2023
Revenue Recognition [Abstract]  
Contract Assets Revenue from Contracts with Customers
Disaggregation of Revenue
The Company differentiates revenue based on whether the source of revenue is attributable to product sales or service revenue.
Total revenue disaggregated by revenue source is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Revenue:
Products (1)
$49,062 $28,588 $95,829 $40,787 
Services1,532 785 2,773 1,465 
$50,594 $29,373 $98,602 $42,252 
(1) Product revenue includes sales to related parties as described in Note 16, “Related Party Transactions.”
Disaggregation of Cost of Sales
The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services.
Total cost of sales disaggregated is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Tangible goods sold$41,878 $27,379 $83,407 $37,167 
Services156 105 296 53 
Other4,656 4,194 9,114 7,816 
$46,690 $31,678 $92,817 $45,036 
Other cost of sales represent costs directly associated with the generation of revenue but which cannot be attributed directly to tangible goods sold or services. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs.
Cost of sales split between external and related party sales is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Cost of sales for external customers$16,445 $13,830 $27,743 $24,598 
Cost of sales for related parties30,245 17,848 65,074 20,438 
$46,690 $31,678 $92,817 $45,036 
Contract Assets
Contract assets are as follows (in thousands):
June 30, 2023December 31, 2022
Contract assets$83,060 $83,060 
Less accumulated amortization(5,761)(3,371)
Contract assets, net77,299 79,689 
Less current contract assets(7,716)(7,113)
Contract assets, long term$69,583 $72,576 
In connection with entering into the ProFrac Agreement on February 2, 2022 and May 17, 2022 as discussed in Note 9, “Debt and Convertible Notes Payable” and Note 16, “Related Party Transactions,” the Company recognized contract assets of $10.0 million and $69.5 million, respectively, and associated fees of $3.6 million. As of June 30, 2023 and December 31, 2022, $69.6 million and $72.6 million, respectively, of the contract assets are classified as long term based upon our estimate of the forecasted revenues from the ProFrac Agreement which will not be realized within the next twelve months of the ProFrac Agreement. The Company’s estimate of the timing of the future contract revenues is evaluated on a quarterly basis.
During the three and six months ended June 30, 2023 the Company recognized $1.1 million and $2.4 million, respectively, of contract assets amortization which is recorded as a reduction of the transaction price included in the related party revenue in the consolidated statement of operations. During each of the three and six months ended June 30, 2022, the Company recognized $0.7 million of contract assets amortization. The below table reflects our estimated amortization per year (in thousands) based on the Company’s current forecasted revenues from the ProFrac Agreement.
Years ending December 31,Amortization
2023 (excluding the six months ended June 30, 2023)
$3,226 
20248,980 
20258,980 
20268,980 
20278,980 
Thereafter through May 203238,153 
Total contract assets$77,299 
Based on our tests of recoverability, we did not identify impairment of such contract assets as of June 30, 2023.
v3.23.2
Inventories
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories are as follows (in thousands):
June 30, 2023December 31, 2022
Raw materials$7,404 $5,800 
Finished goods18,473 18,130 
Inventories25,877 23,930 
Less reserve for excess and obsolete inventory(7,480)(8,210)
Inventories, net$18,397 $15,720 

The provision recorded in the three months ended June 30, 2023 and 2022 was $0.2 million and $0.4 million for the CT segment and $6 thousand and $49 thousand for the DA segment, respectively. The provision recorded in the six months ended June 30, 2023 and 2022 was $0.4 million and $0.7 million for the CT segment and $0.1 million and $49.0 thousand for the DA segment, respectively.
v3.23.2
Property and Equipment
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
Property and Equipment Property and Equipment
Property and equipment are as follows (in thousands):
June 30, 2023December 31, 2022
Land$886 $886 
Land improvements520 520 
Buildings and leasehold improvements5,356 5,356 
Machinery and equipment6,890 6,758 
Furniture and fixtures532 532 
Transportation equipment784 784 
Computer equipment and software1,556 1,425 
   Property and equipment16,524 16,261 
Less accumulated depreciation(11,771)(11,435)
Property and equipment, net$4,753 $4,826 
Depreciation expense totaled $0.2 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively. Depreciation expense totaled $0.3 million and $0.4 million for the six months ended June 30, 2023 and 2022, respectively.
v3.23.2
Leases
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Leases LeasesThe components of lease expense and supplemental cash flow information are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2023202220232022
Operating lease expense$237 $220 $478 $448 
Finance lease expense:
Amortization of assets
Interest on lease liabilities
Total finance lease expense 14 
Short-term lease expense40 79 81 203 
Total lease expense$282 $306 $568 $665 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,550 $350 $2,915 $726 
Operating cash flows from finance leases10 17 20 
Financing cash flows from finance leases
Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands):
Years ending December 31,Operating LeasesFinance Leases
2023 (excluding the six months ended June 30, 2023)
$1,843 $19 
20242,624 23 
20251,391 — 
20261,418 — 
20271,339 — 
Thereafter3,443 — 
Total lease payments$12,058 $42 
Less: Interest(2,572)(2)
Present value of lease liabilities$9,486 $40 
Supplemental balance sheet information related to leases is as follows (in thousands):
June 30, 2023December 31, 2022
Operating Leases
Operating lease right-of-use assets$4,279 $5,900 
Current portion of operating lease liabilities2,902 3,328 
Long-term operating lease liabilities6,584 8,044 
Total operating lease liabilities$9,486 $11,372 
Finance Leases
Property and equipment$147 $147 
Accumulated depreciation(63)(55)
Property and equipment, net$84 $92 
Current portion of finance lease liabilities$37 $36 
Long-term finance lease liabilities19 
Total finance lease liabilities$40 $55 
Weighted Average Remaining Lease Term
Operating leases5.4 years5.3 years
Finance leases1.0 year1.6 years
Weighted Average Discount Rate
Operating leases9.2 %9.3 %
Finance leases8.5 %8.9 %
Leases LeasesThe components of lease expense and supplemental cash flow information are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2023202220232022
Operating lease expense$237 $220 $478 $448 
Finance lease expense:
Amortization of assets
Interest on lease liabilities
Total finance lease expense 14 
Short-term lease expense40 79 81 203 
Total lease expense$282 $306 $568 $665 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,550 $350 $2,915 $726 
Operating cash flows from finance leases10 17 20 
Financing cash flows from finance leases
Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands):
Years ending December 31,Operating LeasesFinance Leases
2023 (excluding the six months ended June 30, 2023)
$1,843 $19 
20242,624 23 
20251,391 — 
20261,418 — 
20271,339 — 
Thereafter3,443 — 
Total lease payments$12,058 $42 
Less: Interest(2,572)(2)
Present value of lease liabilities$9,486 $40 
Supplemental balance sheet information related to leases is as follows (in thousands):
June 30, 2023December 31, 2022
Operating Leases
Operating lease right-of-use assets$4,279 $5,900 
Current portion of operating lease liabilities2,902 3,328 
Long-term operating lease liabilities6,584 8,044 
Total operating lease liabilities$9,486 $11,372 
Finance Leases
Property and equipment$147 $147 
Accumulated depreciation(63)(55)
Property and equipment, net$84 $92 
Current portion of finance lease liabilities$37 $36 
Long-term finance lease liabilities19 
Total finance lease liabilities$40 $55 
Weighted Average Remaining Lease Term
Operating leases5.4 years5.3 years
Finance leases1.0 year1.6 years
Weighted Average Discount Rate
Operating leases9.2 %9.3 %
Finance leases8.5 %8.9 %
v3.23.2
Accrued Liabilities
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
Accrued Liabilities Accrued Liabilities
Current accrued liabilities are as follows (in thousands):
 June 30, 2023December 31, 2022
Severance costs$1,314 $2,617 
Payroll and benefits525 684 
Legal costs816 447 
Contingent liability for earn-out provision260 583 
Deferred revenue, current409 655 
Taxes other than income taxes 946 1,884 
Other908 2,114 
Total current accrued liabilities$5,178 $8,984 
v3.23.2
Debt and Convertible Notes Payable
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Debt and Convertible Notes Payable Debt and Convertible Notes Payable
Long Term Debt
Paycheck Protection Program Loans

In April 2020, the Company received a $4.8 million loan (the “Flotek PPP loan”) under the Paycheck Protection Program (“PPP”), which was created through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and is administered by the U.S. Small Business Administration (“SBA”). In October 2021, the Flotek PPP loan maturity date was extended from April 15, 2022 to April 15, 2025. On January 5, 2023, the Company received notice from the SBA that $4.4 million of the $4.8 million principal amount and accrued interest to that date of $0.1 million were forgiven. The remaining principal amount of $0.4 million and accrued interest is to be repaid in monthly installments of $15 thousand over the remaining term of the loan through April 15, 2025, beginning on March 15, 2023. The forgiveness of the Flotek PPP loan is accounted for as an extinguishment of the debt and the Company has recorded a $4.5 million gain in the six months ended June 30, 2023, comprising the principal amount forgiven of $4.4 million and accrued interest of $0.1 million.

Long-term debt, including current portion, is as follows (in thousands):

June 30, 2023December 31, 2022
Flotek PPP loan
$328 $4,788 
Less current maturities
(179)(2,052)
Total long-term debt, net of current portion
$149 $2,736 

Loan repayments are scheduled as follows (in thousands):

Years ending December 31,Repayment
2023 (excluding the six months ended June 30, 2023)
$91 
2024180 
202557 
Total Flotek PPP loan$328 

Convertible Notes Payable

On February 2, 2022, Flotek entered into a Private Investment in Public Equity transaction (the “PIPE transaction”) with a consortium of investors to secure growth capital for the Company. Pursuant to the PIPE transaction, Flotek issued $21.2 million in aggregate initial principal amount of Convertible Notes Payable for net cash proceeds of approximately $20.1 million (the “Convertible Notes Payable”). The investors are ProFrac Holdings, LLC, Burlington Ventures Ltd., entities associated with North Sound Management, certain funds associated with one of Flotek's directors including the D3 Family Fund and the D3 Bulldog Fund, and Firestorm Capital LLC. The Convertible Notes Payable accrued paid-in-kind interest at a rate of 10% per annum, had a maturity of one year, and were convertible into common stock of Flotek or Pre-Funded Warrants to purchase common stock of Flotek, (a) at the holder's option at any time prior to maturity, at a price of $1.088125 per share, (b) at Flotek's option, if the volume-weighted average trading price of Flotek's common stock equals or exceeds $2.50 per share, or $1.741 per share, for 20 trading days during a 30 consecutive trading day period, or (c) at maturity, at a price of $0.8705 per share. On March 21, 2022, $3.0 million of the Convertible Notes Payable, plus accrued paid-in-kind interest thereon, were converted at the holder’s option into approximately 2.8 million shares of common stock. The issuance cost of $1.1 million was amortized on a straight-line basis over the term of the Convertible Notes Payable and the amortization was included in interest expense in the unaudited condensed consolidated statements of operations.

On February 2, 2023, the Convertible Notes Payable, excluding those held by ProFrac Holdings, LLC, with a carrying value of $9.0 million, including accrued paid-in-kind interest of $0.8 million, were converted, upon maturity, into 10,335,840 shares of common stock at a price of $0.8705 per share. The Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued paid-in-kind interest of $1.0 million, were converted, upon maturity, into 12,683,280 February 2023 Warrants with an exercise price of $0.0001 per share.

Initial ProFrac Agreement Contract Consideration Convertible Notes Payable
On February 2, 2022, the Company entered into a long-term supply agreement with ProFrac Services, LLC (the “Initial ProFrac Agreement”), a subsidiary of ProFrac Holdings LLC, in exchange for $10 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (“Initial ProFrac Agreement Contract Consideration Convertible Notes Payable”), under the same terms as the Convertible Notes Payable issued in the PIPE transaction described above, including paid-in-kind interest at a rate of 10% per annum and conversion features.

The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were accounted for as liability classified convertible instruments and were initially recorded at fair value of $10.0 million on the issuance date with a corresponding contract asset.

On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, remeasured to and carried at a fair value of $15.1 million, were converted, upon maturity, into 12,683,281 February 2023 Warrants with an exercise price of $0.0001 per share (see Note 10, “Fair Value Measurements”).

Amended ProFrac Agreement Contract Consideration Convertible Notes Payable

On May 17, 2022, the Company entered into an amendment to the Initial ProFrac Agreement (the “Amended ProFrac Agreement” and collectively with the Initial ProFrac Agreement, the “ProFrac Agreement”) upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (“Amended ProFrac Agreement Contract Consideration Convertible Notes Payable”) to ProFrac. The Amended ProFrac Agreement Contract Consideration Convertible Notes Payable accrued paid-in-kind interest at a rate of 10% per annum.

The Amended ProFrac Agreement Contract Consideration Convertible Notes Payable were accounted for as liability classified convertible instruments and were initially recorded at fair value of $69.5 million on the issuance date with a corresponding contract asset.

On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, remeasured to and carried at a fair value of $40.6 million, were converted, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share (see Note 10, “Fair Value Measurements”).
v3.23.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement.
Level 1 — Quoted prices in active markets for identical assets or liabilities;
Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs.
Fair Value of Other Financial Instruments
The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accrued liabilities and accounts payable approximate fair value due to the short-term nature of these accounts.
Liabilities Measured at Fair Value on a Recurring Basis

The following table presents the Company’s liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy (in thousands):
June 30,December 31,
Level 1Level 2Level 32023Level 1Level 2Level 32022
Contingent earnout consideration$— $— $260 $260 $— $— $583 $583 
Initial ProFrac Agreement Contract Consideration Convertible Notes— — — — — — 14,220 14,220 
Amended ProFrac Agreement Contract Consideration Convertible Notes— — — — — — 69,350 69,350 
Total $— $— $260 $260 $— $— $84,153 $84,153 
Contingent Earnout Consideration Key Inputs
The estimated fair value of the remaining stock performance earn-out provision, with respect to the JP3 transaction, is included in accrued liabilities as of June 30, 2023 and December 31, 2022. The estimated fair value of the earn-out provision at the end of each period was valued using a Monte Carlo model analyzing 20,000 simulations performed using Geometric Brownian Motion with inputs such as risk-neutral expected growth and volatility.
June 30, 2023December 31, 2022
Risk-free interest rate4.93 %4.34%
Expected volatility100.0 %100.0%
Term until liquidation (years)1.882.38
Stock price$0.73$1.12
Discount rate12.66 %9.95%
Initial ProFrac Agreement Contract Consideration Notes Payable Key Inputs
The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were measured at fair value at issuance and on a recurring basis. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable had an initial fair value of $10.0 million on February 2, 2022. The Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were classified as Level 2 at the initial measurement upon issuance due to the use of a quoted price for a similar liability at that date (the PIPE transaction), and subsequently classified as Level 3 due to the use of unobservable inputs.
On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were remeasured, upon maturity, to a fair value of $15.1 million based on the closing price of the shares of common stock of $1.19, on the date of conversion. The fair value adjustment was a $0.8 million increase in each of the three and six months ended June 30, 2023, and a $2.6 million decrease and a $1.3 million increase in the three and six months ended June 30, 2022, respectively.
The estimated value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable as of December 31, 2022 was valued using a Monte Carlo simulation. The key inputs into the Monte Carlo simulation used to estimate the fair value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable maturing February 2, 2023, as of December 31, 2022 were as follows:
December 31, 2022
Risk-free interest rate4.12%
Expected volatility100.0%
Term until liquidation (years)0.09
Stock price$1.12
Discount rate4.12%
Amended ProFrac Agreement Contract Consideration Convertible Notes Payable Key Inputs
On May 17, 2022, the Company measured the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable classified as Level 3 using a Monte Carlo simulation at an estimated fair value of $69.5 million. The Company reduced the discount rate assumed due to the reduced likelihood of occurrence of any of the default events in the shorter term remaining on the notes. The estimated value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable as of December 31, 2022 was valued using a Monte Carlo simulation.
On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable were remeasured, at maturity, to a fair value of $40.6 million based on the closing price of the shares of common stock of $0.64, on the date of conversion. The fair value adjustment was a decrease of $3.9 million and $30.8 million in the three and six months ended June 30, 2023, and a decrease of $14.5 million in each of the three and six months ended June 30, 2022, respectively.
The key inputs into the Monte Carlo simulation used to estimate the fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable maturing May 17, 2023, as of December 31, 2022 were as follows:
December 31, 2022
Risk-free interest rate4.59%
Expected volatility100.0%
Term until liquidation (years)0.38
Stock price$1.12
Discount rate4.59%
Assets Measured at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets, including property and equipment and operating lease ROU assets, are measured at fair value on a non-recurring basis and are subject to adjustment to their fair value in certain circumstances.
Level 3 Rollforward for Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the changes in balances of liabilities for the three and six months ended June 30, 2023 and 2022 classified as Level 3 (in thousands):
Three months ended June 30,Six months ended June 30,
2023202220232022
Balance - beginning of period$44,025 $14,752 $84,153 $608 
Transfer of ProFrac Agreement Contract Consideration Convertible Notes Payable from Level 2— — — 10,000 
Issuance of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable— 69,460 — 69,460 
Increase in principal of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest— 257 85 415 
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest712 611 2,043 611 
Change in fair value of contingent earnout consideration35 (228)(323)(134)
Change in fair value of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable— (2,637)786 1,255 
Change in fair value of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable(3,874)(14,521)(30,755)(14,521)
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity— — (15,091)— 
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity(40,638)— (40,638)— 
Balance - end of period$260 $67,694 $260 $67,694 
v3.23.2
Income Taxes
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The income tax benefit differed from the amounts computed by applying the U.S. federal income tax rate of 21% to loss before income tax for the reasons set forth below:
Three months ended June 30,Six months ended June 30,
2023202220232022
U.S. federal statutory tax rate
21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit
120.4 — 0.1 0.1 
Non-U.S. income taxed at different rates
(96.7)3.8 — (1.9)
Increase (reduction) in tax benefit related to stock-based awards1291.8 3.1 0.7 (2.0)
Increase in valuation allowance
2284.5 (27.5)(19.8)(17.0)
Permanent differences
(3779.4)— (2.1)— 
Non-deductible expenses278.8 (0.4)0.2 0.1 
Other— 3.8 — (2.2)
Effective income tax rate
120.4 %3.8 %0.1 %(1.9)%

Internal Revenue Code (“IRC”) section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change. During 2023, the Company converted various debt instruments into Company stock and warrants causing an ownership change within the meaning of IRC section 382 that subjected certain of the Company’s tax attributes, including net operating losses ("NOLs"), to an IRC section 382 limitation.
As of June 30, 2023, the Company has an estimated $196.1 million in U.S. federal NOL carryforwards, $119.4 million in certain state NOL carryforwards, $7.1 million in section 163(j) interest limitation carryforwards and $3.8 million in tax credit carryforwards. As a result of the change of control experienced in 2023, the Company’s ability to use NOLs to reduce taxable income is generally limited to an annual amount which is currently estimated to be $3.5 million a year as a result of the section 382 limitation which may be revised based on further detailed analysis. NOLs that exceed the section 382 limitation in any
year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. Federal NOLs incurred prior to 2018 generally have a 20-year life until they expire in varying amounts between 2029 and 2037. Federal NOLs generated in 2018 and after are carried forward indefinitely. State NOLs have various carryforward periods depending on the legislation in the respective state jurisdiction. The Company’s use of new NOLs arising after the date of an ownership change would not be impacted by the 382 limitation. If the Company does not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carryforward periods, then the ability to apply those NOLs as offsets to future taxable income is lost. Based on the preliminary section 382 limitation, the Company estimates that $41.9 million of the state NOL carryforwards and $3.8 million of the tax credit carryforwards will expire unutilized. The tax effected amount of the estimated expirations is included in the Company’s valuation allowance.
v3.23.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Litigation
The Company is subject to routine litigation and other claims that arise in the normal course of business. Except as disclosed below, management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity.
Former CEO (John Chisholm) Matter
On May 23, 2023, the Company entered into an agreement with John Chisholm (a former CEO of the Company) to resolve a claim made by Mr. Chisholm in arbitration for payment of outstanding severance and claims made by the Company against Mr. Chisholm. The settlement resulted in the reversal of $2.3 million of accrued severance costs during the three and six months ended June 30, 2023 and is included in severance costs in our consolidated statements of operation. The Company had withheld payment of outstanding severance to Mr. Chisholm subsequent to an investigation conducted during the year ended December 31, 2021 into corporate practices when Mr. Chisholm was CEO during the years from 2014 to 2018. The Company concluded upon completion of that investigation that its historical financial statements could be relied upon, that proper action had been taken, and that no members of current management were implicated in any improper corporate practices. The Company subsequently commenced arbitration and other legal proceedings against Mr. Chisholm, Casey Doherty/ Doherty & Doherty LLP (Flotek’s former outside general counsel) and Moss Adams LLP and its predecessor, Hein & Associates LLP (Flotek’s former independent public audit firm) to recover damages. Mr. Chisholm filed a counterclaim against the Company in the arbitration proceeding for his remaining severance, and that dispute has been resolved as previously stated. Further, on June 16, 2023, the Company entered into a settlement with Moss Adams LLP and its predecessor, Hein & Associates LLP, regarding the claims between the Company and Moss Adams LLP and Hein & Associates LLP. The arbitration action between the Company and Mr. Casey Doherty and Doherty & Doherty LLP remains outstanding.

Other Commitments and Contingencies

The Company is subject to concentrations of credit risk within trade accounts receivable, and related party accounts receivable, as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is invested in three major U.S. financial institutions and balances often exceed insurable amounts.
v3.23.2
Stockholders’ Equity
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, were converted, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share. The Contract Consideration Convertible Notes Payable converted into common stock shares, remeasured to a fair value of $40.6 million upon maturity, were recorded as additional paid-in-capital as of June 30, 2023.
On February 2, 2023, the Convertible Notes Payable pursuant to the PIPE transaction discussed in Note 9, “Debt and Convertible Notes Payable”, excluding those held by ProFrac Holdings, LLC, were converted, upon maturity, into 10,335,840 shares of common stock at a price of $0.8705 per share. The Convertible Notes Payable converted into common stock shares had a carrying value of $9.0 million, including accrued paid-in-kind interest of $0.8 million and were recorded as additional paid-in-capital as of June 30, 2023.
The Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued interest of $1.0 million, were converted, upon maturity, into 12,683,280 February 2023 Warrants with an exercise price of $0.0001 per share and were recorded as additional paid-in-capital as of June 30, 2023.
On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, remeasured to a fair value of $15.1 million upon maturity, were converted, upon maturity, into 12,683,281 February 2023 Warrants and were recorded as additional paid-in-capital as of June 30, 2023.
The February 2023 Warrants permit ProFrac Holdings II, LLC to purchase 25,366,561 shares of common stock of the Company at an exercise price equal to $0.0001 per share.
On June 21, 2022, ProFrac Holdings II, LLC paid $19.5 million for Pre-Funded Warrants (the “June 2022 Warrants”) of the Company. The June 2022 Warrants were recorded in equity at their fair value of $11.1 million, estimated using a Black-Scholes Option Pricing model, less $1.2 million of transaction costs paid. The remaining cash received of $8.4 million was recognized as an equity contribution. The June 2022 Warrants permit ProFrac Holdings II, LLC to purchase 13,104,839 shares of common stock of the Company at an exercise price equal to $0.0001 per share, and a $4.5 million exercise fee representing a 20% premium to the 30-day volume average price of the Company’s common stock at the close of business on the day prior to the date of the issuance of the June 2022 Warrants. The June 2022 Warrants, net of transaction fees of $1.1 million, and the equity contribution of $8.4 million from ProFrac Holdings II, LLC were recorded as additional paid-in capital.
The key inputs into the Black-Scholes Option Pricing Model used to estimate the fair value of the June 2022 Warrants as of the issuance on June 21, 2022 were as follows:
Risk-free interest rate3.21%
Expected volatility90.0%
Term until liquidation (years)2.00
Stock price$1.11
Strike price (exercise fee)$4.5 million

ProFrac Holdings II, LLC and its affiliates may not receive any voting or consent rights in respect of the June 2022 Warrants or the underlying shares of common stock unless and until (i) the Company has obtained approval from a majority of its shareholders excluding ProFrac Holdings II, LLC and its affiliates and (ii) ProFrac Holdings II, LLC has paid an additional $4.5 million to the Company; provided, however, that ProFrac Holdings II may exercise the June 2022 Warrants immediately prior to the sale of the shares of common stock subject to such exercise to a non-affiliate of ProFrac Holdings II. The additional $4.5 million will be accounted for as an equity contribution if received.
On March 21, 2022, the Convertible Notes Payable issued pursuant to the PIPE transaction discussed in Note 9, “Debt and Convertible Notes Payable”, which had been purchased by certain funds associated with one of the Company’s directors including the D3 Family Fund and the D3 Bulldog Fund, which aggregated $3.0 million plus $39 thousand of accrued interest, were converted into 2,793,030 shares of the Company’s common stock.
v3.23.2
Earnings (Loss) Per Share
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share Earnings (Loss) Per Share
Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period, which includes the February 2023 Warrants (See Note 9, “Debt and Convertible Notes Payable”, and Note 13, “Stockholders’ Equity”). Diluted earnings (loss) per common share is calculated by dividing the adjusted net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive common share equivalents consist of incremental shares of common stock issuable upon conversion of convertible notes payable, exercise of stock warrants and vesting and settlement of stock awards. The dilutive effect of non-vested stock issued under share‑based compensation plans, shares issuable under the Employee Stock Purchase Plan (ESPP), employee stock options outstanding, and the Pre-Funded stock warrants are computed using the treasury stock method. The dilutive effect of the Convertible Notes is computed using the if‑converted method in accordance with ASU 2020-06, which was adopted by the Company on January 1, 2022 (see Note 2, “Summary of Significant Accounting Policies”).

The calculation of the basic and diluted earnings (loss) per share for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Numerator:
Net income (loss) for basic earnings per share$(21)$6,240 $21,322 $(4,484)
Adjustments to net income available to shareholders
Paid-in-Kind interest expense on convertible notes payable and Contract Consideration Convertible Notes Payable712 1,028 2,284 1,402 
Valuation (gain)/loss on Contract Consideration Convertible Notes Payable carried at FV(3,874)(13,229)(29,969)(10,228)
Adjusted net loss for diluted earnings per share$(3,183)$(5,961)$(6,363)$(13,310)
Denominator:
Basic weighted average shares outstanding143,433 74,861 121,244 73,476 
Average number of diluted shares for convertible notes payable and Contract Consideration Convertible Notes Payable26,067 49,474 42,921 33,610 
Diluted weighted average shares outstanding169,500 124,335 164,165 $107,086 
Basic earnings (loss) per share— 0.08 0.18 (0.06)
Diluted loss per share(0.02)(0.05)(0.04)(0.12)
Anti-dilutive incremental shares excluded from denominator for diluted earnings computation
Average number of diluted shares for June 2022 stock warrants6,496 976 8,038 491 
Average number of diluted shares for options and restricted stock545 692 718 662 
For the three and six months ended June 30, 2023 and 2022, weighted average shares for the June 2022 stock warrants and weighted average shares for employee stock awards were not included in the dilution calculation since including them would have an anti-dilutive effect as it would reduce the loss per share.
v3.23.2
Supplemental Cash Flow Information
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Supplemental Cash Flow Information Supplemental Cash Flow Information
Supplemental cash flow information is as follows (in thousands):
        
 Six months ended June 30,
 20232022
Supplemental cash flow information:
Interest paid$23 $
Supplemental non cash financing and investing activities:
Conversion of convertible notes payable to common stock8,996 3,038 
Conversion of convertible notes payable to February 2023 Warrants11,040 — 
Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants15,092 — 
Conversion of Amended Contract Consideration Convertible Notes Payable to common stock40,638 — 
Issuance of convertible notes payable as consideration for ProFrac Agreements— 79,460 
Issuance cost of stock warrants included in accrued accounts payable— 1,170 
v3.23.2
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
On February 2, 2022, the Company entered into the Initial ProFrac Agreement, upon issuance of $10 million in aggregate principal amount of the convertible notes (the “Contract Consideration Convertible Notes Payable”) to ProFrac Holdings LLC (see Note 9, “Debt and Convertible Notes Payable”). Under the Initial ProFrac Agreement, ProFrac Services, LLC is obligated to order chemicals from the Company at least equal to the greater of (a) the chemicals required for 33% of ProFrac Services, LLC’s hydraulic fracturing fleets and (b) a baseline measured by the first ten hydraulic fracturing fleets deployed by ProFrac Services, LLC during the term of the Initial ProFrac Agreement. If the minimum volumes are not achieved in any given year, ProFrac Services LLC shall pay to the Company, as liquidated damages an amount equal to twenty-five percent (25%) of the difference between (i) the aggregate purchase price of the quantity of products comprising the minimum purchase obligation and (ii) the actual purchased volume during such calendar year.

On May 17, 2022, the Company entered into the Amended ProFrac Agreement upon issuance of $50 million in aggregate principal amount of Contract Consideration Convertible Notes Payable (see Note 9, “Debt and Convertible Notes Payable”). The Initial ProFrac Agreement was amended to (a) increase ProFrac Services LLC’s minimum purchase obligation for each year to the greater of 70% of ProFrac Services LLC’s requirements and a baseline measured by ProFrac Services, LLC’s first 30 hydraulic fracturing fleets, and (b) increase the term to 10 years.

On February 1, 2023, the Company entered into an amendment to the ProFrac Agreement (the “Amended ProFrac Agreement No. 2”) dated February 2, 2022. The Amended ProFrac Agreement No. 2 has an effective date of January 1, 2023. The ProFrac Agreement was amended to (1) provide a ramp-up period from January 1, 2023 to May 31, 2023 for ProFrac Services, LLC to increase the number of active hydraulic fracturing fleets to 30 fleets, (2) waive any liquidated damages payment relating to any potential order shortfall prior to January 1, 2023, (3) add additional fees to certain products, and (4) provide margin increases based on margins with non-ProFrac customers. The Company believes the net present value of the economic benefit attributable to the Amended ProFrac Agreement No. 2 will exceed the value of the liquidated damages payments that would have been received for the period from April 1, 2022 through December 31, 2022.

On February 2, 2023, the Convertible Notes Payable held by ProFrac Holding, LLC, with a carrying value of $11.0 million, including accrued paid-in-kind interest of $1.0 million, were converted, upon maturity, into 12,683,280 February 2023 Warrants (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”).

On February 2, 2023, the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, with a carrying value of $11.0 million, including accrued interest of $1 million, were converted, upon maturity, into 12,683,281 February 2023 Warrants (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”). The fair value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable, as of February 2, 2023, was $15.1 million (see Note 10, “Fair Value Measurements”).
On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, with a carrying value of $55.3 million, including accrued interest of $5.3 million, were converted, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”). The fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable, as of May 17, 2023 was $40.6 million (see Note 10, “Fair Value Measurements”).
During the three months ended June 30, 2023 and 2022, the Company’s revenues from ProFrac Services, LLC were $32.8 million and $16.5 million, respectively. During the six months ended June 30, 2023 and 2022, the Company’s revenues from ProFrac Services LLC were $69.1 million and $18.9 million, respectively. For the three months ended June 30, 2023 and 2022, these revenues were net of amortization of contract assets of $1.1 million and $0.7 million. For the six months ended June 30, 2023 and 2022, the revenues were net of amortization of contract assets of $2.4 million and $0.7 million, respectively. Cost of sales attributable to these revenues were $30.2 million and $17.8 million, respectively for the three months ended June 30, 2023 and 2022 and $65.1 million and $19.0 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022 our accounts receivable from ProFrac Services, LLC was $23.0 million and $22.7 million, respectively which is recorded in accounts receivable, related party on the consolidated balance sheet.
Also, during 2023 and 2022, we had the following related party transactions with ProFrac Holdings, LLC and ProFrac Holdings II, LLC:

PIPE Transaction (see Note 9, “Debt and Convertible Notes Payable”)
June 2022 Warrants (see Note 13, “Stockholders’ Equity)
On March 21, 2022, the Convertible Notes Payable which had been purchased by certain funds associated with one of the Company’s directors including the D3 Family Fund and the D3 Bulldog Fund, which aggregated $3.0 million plus $39 thousand of accrued interest and amortization of issuance costs of $90 thousand, were converted into 2,793,030 shares of the Company’s common stock.
Mr. Ted D. Brown was a Director of the Company beginning in November of 2013 and is the President and CEO of Confluence Resources LP (“Confluence”), a private oil and gas exploration and production company. The Company’s revenues and related cost of sales for product sold to Confluence were $1.4 million and $1.4 million, for the three and six months ended June 30, 2022. As of June 9, 2022 Mr. Brown stepped down from being a Director of the Company and Confluence is no longer considered a related party as of June 9, 2022.
v3.23.2
Business Segment, Geographic and Major Customer Information
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Business Segment, Geographic and Major Customer Information Business Segment, Geographic and Major Customer Information
Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into the following reportable segments:
Chemistry Technologies. The CT segment includes green specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies and performance throughout the life cycle of their wells, and also helping customers improve their ESG and operational goals. Customers of the CT segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, and international supply chain management companies.

Data Analytics. The DA segment includes the design, development, production, sale and support of equipment and services that create and provide valuable information on the composition and properties of energy customers’ hydrocarbon fluids. The company markets products and services that support in-line data analysis of hydrocarbon components and properties. Customers of the DA segment span across the entire oil and gas market, from upstream production to midstream facilities to refineries and distribution networks.

Performance is based upon a variety of criteria. The primary financial measure is segment operating income (loss). Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segments.
Summarized financial information of the reportable segments is as follows (in thousands):
As of and for the three months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2023
Revenue from external customers
Products$15,095 $1,620 $— $16,715 
Services374 731 — 1,105 
Total revenue from external customers15,469 2,351 — 17,820 
Revenue from related party— 
Products32,345 — 32,347 
Services272 155 — 427 
Total revenue from related parties32,617 157 — 32,774 
Gross profit2,603 1,301 — 3,904 
Change in fair value of Contract Consideration Convertible Notes Payable(3,874)— — (3,874)
Income (loss) from operations3,795 129 (3,252)672 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable712 — — 712 
Depreciation155 18 174 
Additions to long-lived assets— 135 — 135 
2022
Revenue from external customers
Products$11,740 $299 $— $12,039 
Services371 414 — 785 
Total revenue from external customers12,111 713 — 12,824 
Revenue from related party
Products16,549 — — 16,549 
Services— — — — 
Total revenue from related parties16,549 — — 16,549 
Gross loss(1,568)(737)— (2,305)
Change in fair value of Contract Consideration Convertible Notes Payable(17,158)— — (17,158)
Loss from operations14,944 (1,198)(5,707)8,039 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable868 — — 868 
Paid-in-kind interest on convertible notes payable— — 466 466 
Depreciation166 15 182 
Additions to long-lived assets— — 
As of and for the six months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2023
Revenue from external customers
Products$23,654 $3,562 $— $27,216 
Services1,039 1,217 — 2,256 
Total revenue from external customers24,693 4,779 — 29,472 
Revenue from related party— 
Products68,611 — 68,613 
Services272 245 — 517 
Total revenue from related parties68,883 247 — 69,130 
Gross profit3,038 2,747 — 5,785 
Change in fair value of Contract Consideration Convertible Notes Payable(29,969)— — (29,969)
Income (loss) from operations27,174 587 (8,577)19,184 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable2,129 — — 2,129 
Paid-in-kind interest on convertible notes payable— — 155 155 
Depreciation312 36 349 
Additions to long-lived assets30 230 32 292 
2022
Revenue from external customers
Products$20,650 $1,091 $— $21,741 
Services772 693 — 1,465 
Total revenue from external customers21,422 1,784 — 23,206 
Revenue from related party
Products19,046 — — 19,046 
Services— — — — 
Total revenue from related parties19,046 — — 19,046 
Gross loss(2,231)(553)— (2,784)
Change in fair value of Contract Consideration Convertible Notes Payable(13,266)— — (13,266)
Loss from operations8,887 (2,006)(9,126)(2,245)
Paid-in-kind interest on Contract Consideration Convertible Notes Payable1,026 — — 1,026 
Paid-in-kind interest on convertible notes payable— — 793 793 
Depreciation345 31 377 
Additions to long-lived assets— — 
Assets of the Company by reportable segments are as follows (in thousands):
June 30, 2023December 31, 2022
Chemistry Technologies$139,921 $146,542 
Data Analytics7,382 5,645 
Corporate and Other10,727 12,623 
Total assets$158,030 $164,810 
Geographic Information
Revenue by country is based on the location where services are provided and products are sold. For the three and six months ended June 30, 2023 no individual countries other than the U.S. accounted for more than 10% of revenue. For the three and six months ended June 30, 2022 no individual countries other than the U.S. and the United Arab Emirates (“UAE”) accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
U.S. (1)$48,725 $25,955 $94,851 $36,289 
UAE1,509 3,139 2,912 4,450 
Other countries360 279 839 1,513 
Total revenue$50,594 $29,373 $98,602 $42,252 
(1) Includes revenue from related party
Long-lived assets held in countries other than the U.S. are not considered material to the consolidated financial statements.
Major Customers
Revenue from major customers, as a percentage of consolidated revenue, is as follows (in thousands):
Three months ended June 30,Revenue% of Total Revenue
2023
Customer A (Related Party)$32,774 64.8 %
2022
Customer A (Related Party)$16,549 52.2 %
Customer B5,611 19.1 %

Six months ended June 30,Revenue% of Total Revenue
2023
Customer A (Related Party)$69,129 70.1 %
2022
Customer A (Related Party)$17,657 38.9 %
Customer B8,218 19.5 %
 The concentration with ProFrac Services, LLC and in the oil and gas industry increases credit, commodity and business risk.

Major Suppliers
Expenditure with major suppliers, as a percentage of consolidated supplier expenditure, is as follows (in thousands):
Expenditure% of Total Expenditure
Three months ended June 30,
2023
Supplier A$13,155 32.6 %
Supplier B8,049 20.0 %
Supplier C4,489 11.1 %
2022
Supplier A7,576 31.9 %
Supplier B4,036 17.0 %
Supplier C2,679 11.3 %

Expenditure% of Total Expenditure
Six months ended June 30,
2023
Supplier A$30,109 36.4 %
Supplier B15,194 18.4 %
Supplier C8,993 10.9 %
2022
Supplier A7,624 24.2 %
Supplier B6,154 19.5%
v3.23.2
Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events We have evaluated the effects of events that have occurred subsequent to June 30, 2023, and there have been no material events that would require recognition in the June 30, 2023 interim financial statements or disclosure in the notes to the consolidated financial statements.
v3.23.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect all adjustments, in the opinion of management, necessary for the fair statement of the financial condition and results of operations for the periods presented. All such adjustments are normal and recurring in nature. The financial statements, including selected notes, have been prepared in accordance with applicable rules and regulations of the SEC regarding interim financial reporting and do not include all
information and disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for comprehensive financial statement reporting. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s 2022 Annual Report.
Consolidation All significant intercompany accounts and transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries.
Cash Equivalents
Cash Equivalents
Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase.
Restricted Cash Restricted CashThe Company’s restricted cash is $0.1 million and $0.1 million as of June 30, 2023 and December 31, 2022, respectively. The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its credit card program with a financial institution.
Accounts Receivable and Allowance for Credit Losses
Accounts Receivable and Allowance for Credit Losses
Accounts receivable and accounts receivable, related party, arise from product sales and services and are stated at estimated net realizable value. This value incorporates an allowance for credit losses to reflect any loss anticipated on accounts receivable balances. The Company applies the current expected credit loss (CECL) model, which requires immediate recognition of expected credit losses over the contractual life of receivables and records the appropriate allowance for credit losses as a charge to operating expenses. The allowance for credit losses is based on a combination of the individual customer circumstances, credit conditions, and historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. The recovery of accounts receivable previously written off is recorded as a reduction to the allowance for credit losses charged to operating expense.

The majority of the Company’s customers are engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact the Company’s ability to collect on outstanding obligations. Additionally, certain customers are located in international areas that are inherently subject to risks of economic, political, and civil instability, which can impact the collectability of receivables.
Contract Assets
Contract Assets
The Company’s contract assets represent consideration issued in the form of convertible notes (Contract Consideration Convertible Notes Payable as discussed in Note 9, “Debt and Convertible Notes Payable”) and other incremental costs related to obtaining the ProFrac Agreement. The contract assets are amortized over the term of the ProFrac Agreement (10 years) based on forecasted revenues as goods are transferred to ProFrac Services, LLC, and the amortization is presented as a reduction of the transaction price included in related party revenue in the consolidated statements of operations.
The contract assets are tested for recoverability on a recurring basis and the Company will recognize an impairment loss to the extent that the carrying amount of the contract assets exceeds the amount of consideration the Company expects to receive in the future for the transfer of goods under the ProFrac Agreement less the direct costs that relate to providing those goods in the future.
Inventories
Inventories
Inventories consist of raw materials and finished goods and are stated at the lower of cost determined by using the weighted-average cost method, or net realizable value. Finished goods inventories include raw materials, direct labor and production overhead. The Company periodically reviews inventories on hand and current market conditions to determine if the cost of raw materials and finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its net realizable value if those amounts are determined to be less than cost. Write-downs or write-offs of inventory are charged to cost of sales.
Property and Equipment Property and Equipment
Property and equipment are stated at cost. The cost of ordinary maintenance and repair is charged to operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows:
Buildings and leasehold improvements
2-30 years
Machinery and equipment
7-10 years
Furniture and fixtures3 years
Land improvements20 years
Transportation equipment
2-5 years
Computer equipment and software
3-7 years
Property and equipment, including ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable, the Company first compares the carrying amount of an asset or asset group to the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset. If the carrying amount of an asset or asset group exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposal of the asset, the Company will determine the fair value of the asset or asset group. The amount of impairment loss recognized is the excess of the asset or asset group’s carrying amount over its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.
Leases
Leases
The Company leases certain facilities, land, vehicles, and equipment. The Company determines if an arrangement is classified as a lease at inception of the arrangement.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the related lease. Finance leases are under the current and non-current liabilities and the underlying assets are included in property and equipment on the consolidated balance sheet.

As most of the Company’s leases do not provide an implicit rate of return, on a quarterly basis, the Company’s incremental borrowing rate is used, together with the lease term information available at commencement date of the lease, in determining the present value of lease payments. Operating lease liabilities include related options to extend or terminate lease terms that are reasonably certain of being exercised.

Leases with an initial term of 12 months or less (“short term leases”) are not recorded on the balance sheet; and the lease expense on short-term leases is recognized on a straight-line basis over the lease term.
Liability Classified Convertible Notes Payable and Contingent Convertible Notes Payable
Convertible Notes Payable and Liability Classified Contract Consideration Convertible Notes Payable
The Company accounts for the Convertible Notes Payable at amortized cost pursuant to Financial Accounting Standards Board (“FASB”) ASC Topic 470, Debt.
The Company accounted for the Contract Consideration Convertible Notes Payable issued as consideration related to a related party contract (see Note 9, “Debt and Convertible Notes Payable”), as liability classified convertible instruments in accordance with FASB ASC 718, “Stock Compensation” (“ASC 718”). Under ASC 718, liability classified convertible instruments are measured at fair value at the grant date and at each reporting date (see Note 10, “Fair Value Measurements”) with the change in fair value included in the consolidated statements of operations.
Fair Value Measurements
Fair Value Measurements

The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions that market participants would use to value an asset or liability
and may be observable or unobservable. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. See Note 10, “Fair Value Measurements.”
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement.
Level 1 — Quoted prices in active markets for identical assets or liabilities;
Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs.
Revenue Recognition
Revenue Recognition
The Company recognizes revenue when it satisfies performance obligations under the terms of the contract with a customer, and control of the promised goods are transferred to the customer or services are performed, in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services.
The Company recognizes revenue based on a five-step model when all of the following criteria have been met: (i) a contract with a customer exists, (ii) performance obligations have been identified, (iii) the price to the customer has been determined, (iv) the price to the customer has been allocated to the performance obligations, and (v) performance obligations are satisfied.
Products and services are sold with fixed or determinable prices. Certain sales include discounts offered to customers for prompt payment and right of return provisions, which are considered when recognizing revenue and deferred accordingly. The Company does not act as an agent in any of its revenue arrangements.
In recognizing revenue for products and services, the Company determines the transaction price of contracts with customers, which may consist of fixed and variable consideration. Determining the transaction price may require judgment by management, which includes identifying performance obligations, estimating variable consideration to include in the transaction price, and determining whether promised goods or services can be distinguished in the context of the contract.

The majority of the CT segment revenue is chemical products that are sold at a point in time based on when control transfers to the customer determined by agreed upon delivery terms. Contracts with customers for the sale of products generally state the terms of the sale, including the quantity and price of each product purchased. Additionally, the CT segment offers various services associated to products sold which includes field services, installation, maintenance, and other functions. These services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation when the Company has a right to invoice the customer.

The DA segment recognizes revenue for sales of equipment at the time of sale based on when control transfers to the customer based on agreed upon delivery terms. Additionally, the Company offers various services associated with products sold which includes field services, installation, maintenance, and other functions. Services are recognized upon completion of commissioning and installation due to the short-term nature of the performance obligation. There may be additional performance obligations related to providing ongoing or reoccurring maintenance. Revenue for these types of arrangements is recognized ratably over time throughout the contract period. Additionally, the Company may provide subscription-type arrangements with customers in which monthly reoccurring revenue is recognized ratably over time in accordance with agreed upon terms and conditions. Customers may be invoiced for such maintenance and subscription-type arrangements, and revenue not yet recognizable is reported under accrued liabilities and deferred revenue on the consolidated balance sheets. Subscription-type arrangements were not a material revenue stream in the six months ended June 30, 2023 and June 30, 2022.

Payment terms for both the CT and DA segments are customarily 30-60 days for domestic and 90-120 days for international from invoice receipt. Under revenue contracts for both products and services, customers are invoiced once the performance obligations have been satisfied, at which point payment is unconditional. Contract assets associated with incomplete performance obligations are not material.

The Company applies several practical expedients including:

Sales commissions are expensed as selling, general and administrative expenses when incurred because the amortization period is generally one year or less.
The Company’s payment terms are short-term in nature with settlements of one year or less. As a result, the Company does not adjust the promised amount of consideration for the effects of a significant financing component.
In most service contracts, the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance obligations completed to date and as such the Company recognizes revenue in the amount to which it has a right to invoice.
The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Such taxes are included in accrued liabilities on our consolidated balance sheet until remitted to the governmental agency.
Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales in our consolidated statement of operations.
Foreign Currency Translation
Foreign Currency Translation
The Company’s functional currency is primarily the U.S. dollar. The Company operates principally in the United States and substantially all assets and liabilities of the Company are denominated in U.S. dollars. Financial statements of foreign subsidiaries that are not U.S. dollar functional currency are prepared using the currency of the primary economic environment of the foreign subsidiaries as the functional currency. Assets and liabilities of those foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified reporting periods. Revenue and expense transactions are translated using the average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as other comprehensive income (loss) within stockholders’ equity.
Comprehensive Income (Loss)
Comprehensive Income (Loss)
Comprehensive income (loss) encompasses all changes in stockholders’ equity, except those arising from investments and distributions to stockholders. The Company’s comprehensive income loss includes consolidated net income (loss) and foreign currency translation adjustments.
Research and Development Costs
Research and Development Costs
Expenditures for research activities relating to product development and improvement are charged to expense as incurred.
Income Taxes
Income Taxes
Deferred tax assets and liabilities are recognized for temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date.
A valuation allowance is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The establishment of a valuation allowance requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company’s policy is to record interest and penalties related to uncertain tax positions as income tax expense.
Stock-Based Compensation
Stock-Based Compensation
Stock-based compensation expense, related to stock options, restricted stock awards and restricted stock units, is recognized based on their grant-date fair values. The Company recognizes compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience.
Stock Warrants
Stock Warrants

The Company evaluated the Pre-Funded Warrants issued in June 2022 (the “June 2022 Warrants”) and the Pre-Funded Warrants issued in February 2023 (the “February 2023 Warrants”) (see Note 13, “Stockholders’ Equity) in accordance with ASC 815-40, “Contracts in Entity’s Own Equity” and determined that the June 2022 Warrants and the February 2023 Warrants meet the criteria to be classified within stockholders’ equity. Accordingly, the Company recorded the proceeds received for the June 2022 Warrants within additional paid in capital. In addition, the Company reclassified the balance of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable (see Note 9, “Debt and Convertible Notes Payable”) for the February 2023 Warrants within additional paid in capital upon conversion.
Use of Estimates Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results could differ from these estimates.
Significant items subject to estimates and assumptions include the useful lives of property and equipment; long lived asset impairment assessments; stock-based compensation expense; allowance for credit losses for accounts receivable; valuation allowances for inventories and deferred tax assets; recoverability and timing of the realization of contract assets; and fair value of liability classified Contract Consideration Convertible Notes Payable.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Changes to U.S. GAAP are established by the FASB. We evaluate the applicability and impact of all authoritative guidance issued by the FASB. Guidance not listed below was assessed and determined to be either not applicable, clarifications of items listed below, immaterial or already adopted by the Company.
New Accounting Standards Issued and Adopted as of January 1, 2023
The FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments.” This standard replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects estimates of expected credit losses over their contractual life that are recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted this standard prospectively as of January 1, 2023 and the adoption did not have a material impact of the Company’s consolidated financial statements and related disclosures, and there was no cumulative effect on retained earnings.
Earnings (Loss) Per Share Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period, which includes the February 2023 Warrants (See Note 9, “Debt and Convertible Notes Payable”, and Note 13, “Stockholders’ Equity”). Diluted earnings (loss) per common share is calculated by dividing the adjusted net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. Potentially dilutive common share equivalents consist of incremental shares of common stock issuable upon conversion of convertible notes payable, exercise of stock warrants and vesting and settlement of stock awards. The dilutive effect of non-vested stock issued under share‑based compensation plans, shares issuable under the Employee Stock Purchase Plan (ESPP), employee stock options outstanding, and the Pre-Funded stock warrants are computed using the treasury stock method. The dilutive effect of the Convertible Notes is computed using the if‑converted method in accordance with ASU 2020-06, which was adopted by the Company on January 1, 2022 (see Note 2, “Summary of Significant Accounting Policies”).
Segment Information
Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the chief operating decision-maker in deciding how to allocate resources and assess performance. The operations of the Company are categorized into the following reportable segments:
Chemistry Technologies. The CT segment includes green specialty chemistries, logistics and technology services, which enable its customers to pursue improved efficiencies and performance throughout the life cycle of their wells, and also helping customers improve their ESG and operational goals. Customers of the CT segment include major integrated oil and gas companies, oilfield services companies, independent oil and gas companies, national and state-owned oil companies, and international supply chain management companies.

Data Analytics. The DA segment includes the design, development, production, sale and support of equipment and services that create and provide valuable information on the composition and properties of energy customers’ hydrocarbon fluids. The company markets products and services that support in-line data analysis of hydrocarbon components and properties. Customers of the DA segment span across the entire oil and gas market, from upstream production to midstream facilities to refineries and distribution networks.

Performance is based upon a variety of criteria. The primary financial measure is segment operating income (loss). Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes are not allocated to the reportable segments.
v3.23.2
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of property and equipment Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows:
Buildings and leasehold improvements
2-30 years
Machinery and equipment
7-10 years
Furniture and fixtures3 years
Land improvements20 years
Transportation equipment
2-5 years
Computer equipment and software
3-7 years
Property and equipment are as follows (in thousands):
June 30, 2023December 31, 2022
Land$886 $886 
Land improvements520 520 
Buildings and leasehold improvements5,356 5,356 
Machinery and equipment6,890 6,758 
Furniture and fixtures532 532 
Transportation equipment784 784 
Computer equipment and software1,556 1,425 
   Property and equipment16,524 16,261 
Less accumulated depreciation(11,771)(11,435)
Property and equipment, net$4,753 $4,826 
v3.23.2
Revenue from Contracts with Customers (Tables)
6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenue
Total revenue disaggregated by revenue source is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Revenue:
Products (1)
$49,062 $28,588 $95,829 $40,787 
Services1,532 785 2,773 1,465 
$50,594 $29,373 $98,602 $42,252 
(1) Product revenue includes sales to related parties as described in Note 16, “Related Party Transactions.”
Disaggregation of Cost of Sales
The Company differentiates cost of sales based on whether the cost is attributable to tangible goods sold, cost of services sold or other costs which cannot be directly attributable to either tangible goods or services.
Total cost of sales disaggregated is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Tangible goods sold$41,878 $27,379 $83,407 $37,167 
Services156 105 296 53 
Other4,656 4,194 9,114 7,816 
$46,690 $31,678 $92,817 $45,036 
Other cost of sales represent costs directly associated with the generation of revenue but which cannot be attributed directly to tangible goods sold or services. Examples of other costs of sales are certain personnel costs and equipment rental and insurance costs.
Cost of sales split between external and related party sales is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Cost of sales:
Cost of sales for external customers$16,445 $13,830 $27,743 $24,598 
Cost of sales for related parties30,245 17,848 65,074 20,438 
$46,690 $31,678 $92,817 $45,036 
v3.23.2
Contract Assets (Tables)
6 Months Ended
Jun. 30, 2023
Revenue Recognition [Abstract]  
Schedule of outstanding contract assets
Contract assets are as follows (in thousands):
June 30, 2023December 31, 2022
Contract assets$83,060 $83,060 
Less accumulated amortization(5,761)(3,371)
Contract assets, net77,299 79,689 
Less current contract assets(7,716)(7,113)
Contract assets, long term$69,583 $72,576 
The below table reflects our estimated amortization per year (in thousands) based on the Company’s current forecasted revenues from the ProFrac Agreement.
Years ending December 31,Amortization
2023 (excluding the six months ended June 30, 2023)
$3,226 
20248,980 
20258,980 
20268,980 
20278,980 
Thereafter through May 203238,153 
Total contract assets$77,299 
v3.23.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of components of inventory Inventories are as follows (in thousands):
June 30, 2023December 31, 2022
Raw materials$7,404 $5,800 
Finished goods18,473 18,130 
Inventories25,877 23,930 
Less reserve for excess and obsolete inventory(7,480)(8,210)
Inventories, net$18,397 $15,720 
v3.23.2
Property and Equipment (Tables)
6 Months Ended
Jun. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment Depreciation or amortization of property and equipment, including operating lease right-of-use assets (“ROU”), is calculated using the straight-line method over the shorter of the lease term or the asset’s estimated useful life as follows:
Buildings and leasehold improvements
2-30 years
Machinery and equipment
7-10 years
Furniture and fixtures3 years
Land improvements20 years
Transportation equipment
2-5 years
Computer equipment and software
3-7 years
Property and equipment are as follows (in thousands):
June 30, 2023December 31, 2022
Land$886 $886 
Land improvements520 520 
Buildings and leasehold improvements5,356 5,356 
Machinery and equipment6,890 6,758 
Furniture and fixtures532 532 
Transportation equipment784 784 
Computer equipment and software1,556 1,425 
   Property and equipment16,524 16,261 
Less accumulated depreciation(11,771)(11,435)
Property and equipment, net$4,753 $4,826 
v3.23.2
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Schedule of components of lease expense and supplemental cash flow information The components of lease expense and supplemental cash flow information are as follows (in thousands):
Three months ended June 30,Six months ended June 30,
2023202220232022
Operating lease expense$237 $220 $478 $448 
Finance lease expense:
Amortization of assets
Interest on lease liabilities
Total finance lease expense 14 
Short-term lease expense40 79 81 203 
Total lease expense$282 $306 $568 $665 
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$1,550 $350 $2,915 $726 
Operating cash flows from finance leases10 17 20 
Financing cash flows from finance leases
Schedule of maturities of operating leases liabilities
Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands):
Years ending December 31,Operating LeasesFinance Leases
2023 (excluding the six months ended June 30, 2023)
$1,843 $19 
20242,624 23 
20251,391 — 
20261,418 — 
20271,339 — 
Thereafter3,443 — 
Total lease payments$12,058 $42 
Less: Interest(2,572)(2)
Present value of lease liabilities$9,486 $40 
Schedule of maturities of finance leases liabilities
Maturities of lease liabilities as of June 30, 2023 are as follows (in thousands):
Years ending December 31,Operating LeasesFinance Leases
2023 (excluding the six months ended June 30, 2023)
$1,843 $19 
20242,624 23 
20251,391 — 
20261,418 — 
20271,339 — 
Thereafter3,443 — 
Total lease payments$12,058 $42 
Less: Interest(2,572)(2)
Present value of lease liabilities$9,486 $40 
Schedule of supplemental balance sheet information
Supplemental balance sheet information related to leases is as follows (in thousands):
June 30, 2023December 31, 2022
Operating Leases
Operating lease right-of-use assets$4,279 $5,900 
Current portion of operating lease liabilities2,902 3,328 
Long-term operating lease liabilities6,584 8,044 
Total operating lease liabilities$9,486 $11,372 
Finance Leases
Property and equipment$147 $147 
Accumulated depreciation(63)(55)
Property and equipment, net$84 $92 
Current portion of finance lease liabilities$37 $36 
Long-term finance lease liabilities19 
Total finance lease liabilities$40 $55 
Weighted Average Remaining Lease Term
Operating leases5.4 years5.3 years
Finance leases1.0 year1.6 years
Weighted Average Discount Rate
Operating leases9.2 %9.3 %
Finance leases8.5 %8.9 %
v3.23.2
Accrued Liabilities (Tables)
6 Months Ended
Jun. 30, 2023
Payables and Accruals [Abstract]  
Schedule of current accrued liabilities
Current accrued liabilities are as follows (in thousands):
 June 30, 2023December 31, 2022
Severance costs$1,314 $2,617 
Payroll and benefits525 684 
Legal costs816 447 
Contingent liability for earn-out provision260 583 
Deferred revenue, current409 655 
Taxes other than income taxes 946 1,884 
Other908 2,114 
Total current accrued liabilities$5,178 $8,984 
v3.23.2
Debt and Convertible Notes Payable (Tables)
6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Schedule of debt
Long-term debt, including current portion, is as follows (in thousands):

June 30, 2023December 31, 2022
Flotek PPP loan
$328 $4,788 
Less current maturities
(179)(2,052)
Total long-term debt, net of current portion
$149 $2,736 
Schedule of loan repayments
Loan repayments are scheduled as follows (in thousands):

Years ending December 31,Repayment
2023 (excluding the six months ended June 30, 2023)
$91 
2024180 
202557 
Total Flotek PPP loan$328 
v3.23.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Schedule of fair value measurements, recurring
The following table presents the Company’s liabilities that are measured at fair value on a recurring basis and the level within the fair value hierarchy (in thousands):
June 30,December 31,
Level 1Level 2Level 32023Level 1Level 2Level 32022
Contingent earnout consideration$— $— $260 $260 $— $— $583 $583 
Initial ProFrac Agreement Contract Consideration Convertible Notes— — — — — — 14,220 14,220 
Amended ProFrac Agreement Contract Consideration Convertible Notes— — — — — — 69,350 69,350 
Total $— $— $260 $260 $— $— $84,153 $84,153 
Schedule of valuation techniques
June 30, 2023December 31, 2022
Risk-free interest rate4.93 %4.34%
Expected volatility100.0 %100.0%
Term until liquidation (years)1.882.38
Stock price$0.73$1.12
Discount rate12.66 %9.95%
The key inputs into the Monte Carlo simulation used to estimate the fair value of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable maturing February 2, 2023, as of December 31, 2022 were as follows:
December 31, 2022
Risk-free interest rate4.12%
Expected volatility100.0%
Term until liquidation (years)0.09
Stock price$1.12
Discount rate4.12%
The key inputs into the Monte Carlo simulation used to estimate the fair value of the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable maturing May 17, 2023, as of December 31, 2022 were as follows:
December 31, 2022
Risk-free interest rate4.59%
Expected volatility100.0%
Term until liquidation (years)0.38
Stock price$1.12
Discount rate4.59%
Schedule of fair value, liabilities measured on recurring basis, unobservable input reconciliation The following table presents the changes in balances of liabilities for the three and six months ended June 30, 2023 and 2022 classified as Level 3 (in thousands):
Three months ended June 30,Six months ended June 30,
2023202220232022
Balance - beginning of period$44,025 $14,752 $84,153 $608 
Transfer of ProFrac Agreement Contract Consideration Convertible Notes Payable from Level 2— — — 10,000 
Issuance of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable— 69,460 — 69,460 
Increase in principal of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest— 257 85 415 
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest712 611 2,043 611 
Change in fair value of contingent earnout consideration35 (228)(323)(134)
Change in fair value of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable— (2,637)786 1,255 
Change in fair value of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable(3,874)(14,521)(30,755)(14,521)
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity— — (15,091)— 
Conversion of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity(40,638)— (40,638)— 
Balance - end of period$260 $67,694 $260 $67,694 
v3.23.2
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Schedule of effective income tax rate reconciliation
Three months ended June 30,Six months ended June 30,
2023202220232022
U.S. federal statutory tax rate
21.0 %21.0 %21.0 %21.0 %
State income taxes, net of federal benefit
120.4 — 0.1 0.1 
Non-U.S. income taxed at different rates
(96.7)3.8 — (1.9)
Increase (reduction) in tax benefit related to stock-based awards1291.8 3.1 0.7 (2.0)
Increase in valuation allowance
2284.5 (27.5)(19.8)(17.0)
Permanent differences
(3779.4)— (2.1)— 
Non-deductible expenses278.8 (0.4)0.2 0.1 
Other— 3.8 — (2.2)
Effective income tax rate
120.4 %3.8 %0.1 %(1.9)%
v3.23.2
Stockholders’ Equity (Tables)
6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of valuation assumptions
The key inputs into the Black-Scholes Option Pricing Model used to estimate the fair value of the June 2022 Warrants as of the issuance on June 21, 2022 were as follows:
Risk-free interest rate3.21%
Expected volatility90.0%
Term until liquidation (years)2.00
Stock price$1.11
Strike price (exercise fee)$4.5 million
v3.23.2
Earnings (Loss) Per Share (Tables)
6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of basic and diluted The calculation of the basic and diluted earnings (loss) per share for the three and six months ended June 30, 2023 and 2022 is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
Numerator:
Net income (loss) for basic earnings per share$(21)$6,240 $21,322 $(4,484)
Adjustments to net income available to shareholders
Paid-in-Kind interest expense on convertible notes payable and Contract Consideration Convertible Notes Payable712 1,028 2,284 1,402 
Valuation (gain)/loss on Contract Consideration Convertible Notes Payable carried at FV(3,874)(13,229)(29,969)(10,228)
Adjusted net loss for diluted earnings per share$(3,183)$(5,961)$(6,363)$(13,310)
Denominator:
Basic weighted average shares outstanding143,433 74,861 121,244 73,476 
Average number of diluted shares for convertible notes payable and Contract Consideration Convertible Notes Payable26,067 49,474 42,921 33,610 
Diluted weighted average shares outstanding169,500 124,335 164,165 $107,086 
Basic earnings (loss) per share— 0.08 0.18 (0.06)
Diluted loss per share(0.02)(0.05)(0.04)(0.12)
Anti-dilutive incremental shares excluded from denominator for diluted earnings computation
Average number of diluted shares for June 2022 stock warrants6,496 976 8,038 491 
Average number of diluted shares for options and restricted stock545 692 718 662 
v3.23.2
Supplemental Cash Flow Information (Tables)
6 Months Ended
Jun. 30, 2023
Supplemental Cash Flow Elements [Abstract]  
Schedule of supplemental cash flow information
Supplemental cash flow information is as follows (in thousands):
        
 Six months ended June 30,
 20232022
Supplemental cash flow information:
Interest paid$23 $
Supplemental non cash financing and investing activities:
Conversion of convertible notes payable to common stock8,996 3,038 
Conversion of convertible notes payable to February 2023 Warrants11,040 — 
Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants15,092 — 
Conversion of Amended Contract Consideration Convertible Notes Payable to common stock40,638 — 
Issuance of convertible notes payable as consideration for ProFrac Agreements— 79,460 
Issuance cost of stock warrants included in accrued accounts payable— 1,170 
v3.23.2
Business Segment, Geographic and Major Customer Information (Tables)
6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Schedule of financial information regarding reportable segments
Summarized financial information of the reportable segments is as follows (in thousands):
As of and for the three months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2023
Revenue from external customers
Products$15,095 $1,620 $— $16,715 
Services374 731 — 1,105 
Total revenue from external customers15,469 2,351 — 17,820 
Revenue from related party— 
Products32,345 — 32,347 
Services272 155 — 427 
Total revenue from related parties32,617 157 — 32,774 
Gross profit2,603 1,301 — 3,904 
Change in fair value of Contract Consideration Convertible Notes Payable(3,874)— — (3,874)
Income (loss) from operations3,795 129 (3,252)672 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable712 — — 712 
Depreciation155 18 174 
Additions to long-lived assets— 135 — 135 
2022
Revenue from external customers
Products$11,740 $299 $— $12,039 
Services371 414 — 785 
Total revenue from external customers12,111 713 — 12,824 
Revenue from related party
Products16,549 — — 16,549 
Services— — — — 
Total revenue from related parties16,549 — — 16,549 
Gross loss(1,568)(737)— (2,305)
Change in fair value of Contract Consideration Convertible Notes Payable(17,158)— — (17,158)
Loss from operations14,944 (1,198)(5,707)8,039 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable868 — — 868 
Paid-in-kind interest on convertible notes payable— — 466 466 
Depreciation166 15 182 
Additions to long-lived assets— — 
As of and for the six months ended June 30,
Chemistry Technologies
Data Analytics
Corporate and OtherTotal
2023
Revenue from external customers
Products$23,654 $3,562 $— $27,216 
Services1,039 1,217 — 2,256 
Total revenue from external customers24,693 4,779 — 29,472 
Revenue from related party— 
Products68,611 — 68,613 
Services272 245 — 517 
Total revenue from related parties68,883 247 — 69,130 
Gross profit3,038 2,747 — 5,785 
Change in fair value of Contract Consideration Convertible Notes Payable(29,969)— — (29,969)
Income (loss) from operations27,174 587 (8,577)19,184 
Paid-in-kind interest on Contract Consideration Convertible Notes Payable2,129 — — 2,129 
Paid-in-kind interest on convertible notes payable— — 155 155 
Depreciation312 36 349 
Additions to long-lived assets30 230 32 292 
2022
Revenue from external customers
Products$20,650 $1,091 $— $21,741 
Services772 693 — 1,465 
Total revenue from external customers21,422 1,784 — 23,206 
Revenue from related party
Products19,046 — — 19,046 
Services— — — — 
Total revenue from related parties19,046 — — 19,046 
Gross loss(2,231)(553)— (2,784)
Change in fair value of Contract Consideration Convertible Notes Payable(13,266)— — (13,266)
Loss from operations8,887 (2,006)(9,126)(2,245)
Paid-in-kind interest on Contract Consideration Convertible Notes Payable1,026 — — 1,026 
Paid-in-kind interest on convertible notes payable— — 793 793 
Depreciation345 31 377 
Additions to long-lived assets— — 
Assets of the Company by reportable segments are as follows (in thousands):
June 30, 2023December 31, 2022
Chemistry Technologies$139,921 $146,542 
Data Analytics7,382 5,645 
Corporate and Other10,727 12,623 
Total assets$158,030 $164,810 
Schedule of revenue by geographic location Revenue by geographic location is as follows (in thousands):
 Three months ended June 30,Six months ended June 30,
 2023202220232022
U.S. (1)$48,725 $25,955 $94,851 $36,289 
UAE1,509 3,139 2,912 4,450 
Other countries360 279 839 1,513 
Total revenue$50,594 $29,373 $98,602 $42,252 
(1) Includes revenue from related party
Schedule of revenue by major customers
Revenue from major customers, as a percentage of consolidated revenue, is as follows (in thousands):
Three months ended June 30,Revenue% of Total Revenue
2023
Customer A (Related Party)$32,774 64.8 %
2022
Customer A (Related Party)$16,549 52.2 %
Customer B5,611 19.1 %

Six months ended June 30,Revenue% of Total Revenue
2023
Customer A (Related Party)$69,129 70.1 %
2022
Customer A (Related Party)$17,657 38.9 %
Customer B8,218 19.5 %
Schedule of expenditure with major suppliers by reporting segments
Expenditure with major suppliers, as a percentage of consolidated supplier expenditure, is as follows (in thousands):
Expenditure% of Total Expenditure
Three months ended June 30,
2023
Supplier A$13,155 32.6 %
Supplier B8,049 20.0 %
Supplier C4,489 11.1 %
2022
Supplier A7,576 31.9 %
Supplier B4,036 17.0 %
Supplier C2,679 11.3 %

Expenditure% of Total Expenditure
Six months ended June 30,
2023
Supplier A$30,109 36.4 %
Supplier B15,194 18.4 %
Supplier C8,993 10.9 %
2022
Supplier A7,624 24.2 %
Supplier B6,154 19.5%
v3.23.2
Organization and Nature of Operations (Details)
6 Months Ended
Jun. 30, 2023
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of operation segments (segments) 2
v3.23.2
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Accounting Policies [Abstract]    
Restricted cash $ 101 $ 100
v3.23.2
Summary of Significant Accounting Policies - Narrative (Details)
6 Months Ended
Jun. 30, 2023
ProFrac Agreement  
Debt Instrument  
Amortization period 10 years
v3.23.2
Summary of Significant Accounting Policies - Property and Equipment (Details)
Jun. 30, 2023
Buildings and leasehold improvements | Minimum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 2 years
Buildings and leasehold improvements | Maximum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 30 years
Machinery and equipment | Minimum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 7 years
Machinery and equipment | Maximum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 10 years
Furniture and fixtures  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 3 years
Land improvements  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 20 years
Transportation equipment | Minimum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 2 years
Transportation equipment | Maximum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 5 years
Computer equipment and software | Minimum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 3 years
Computer equipment and software | Maximum  
Property, Plant and Equipment  
Property, Plant and equipment, useful life 7 years
v3.23.2
Summary of Significant Accounting Policies - Revenue Recognition (Details)
Jun. 30, 2023
Data Analytics | Minimum  
Segment Reporting Information  
Payment period (in days) 30 days
Data Analytics | Minimum | International  
Segment Reporting Information  
Payment period (in days) 90 days
Data Analytics | Maximum  
Segment Reporting Information  
Payment period (in days) 60 days
Data Analytics | Maximum | International  
Segment Reporting Information  
Payment period (in days) 120 days
Chemistry Technologies | Minimum  
Segment Reporting Information  
Payment period (in days) 30 days
Chemistry Technologies | Minimum | International  
Segment Reporting Information  
Payment period (in days) 90 days
Chemistry Technologies | Maximum  
Segment Reporting Information  
Payment period (in days) 60 days
Chemistry Technologies | Maximum | International  
Segment Reporting Information  
Payment period (in days) 120 days
v3.23.2
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue        
Total revenues $ 50,594 $ 29,373 $ 98,602 $ 42,252
Products        
Disaggregation of Revenue        
Total revenues 49,062 28,588 95,829 40,787
Services        
Disaggregation of Revenue        
Total revenues $ 1,532 $ 785 $ 2,773 $ 1,465
v3.23.2
Revenue from Contracts with Customers - Cost Of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue        
Cost of sales $ 46,690 $ 31,678 $ 92,817 $ 45,036
Nonrelated Party        
Disaggregation of Revenue        
Cost of sales 16,445 13,830 27,743 24,598
Related Party        
Disaggregation of Revenue        
Cost of sales 30,245 17,848 65,074 20,438
Tangible goods sold        
Disaggregation of Revenue        
Cost of sales 41,878 27,379 83,407 37,167
Services        
Disaggregation of Revenue        
Cost of sales 156 105 296  
Service        
Disaggregation of Revenue        
Cost of sales       53
Other        
Disaggregation of Revenue        
Cost of sales $ 4,656 $ 4,194 $ 9,114 $ 7,816
v3.23.2
Contract Assets - Contract Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Contract Asset    
Contract assets $ 83,060 $ 83,060
Less accumulated amortization (5,761) (3,371)
Total contract assets 77,299 79,689
Current contract assets (7,716) (7,113)
Long-term contract assets $ 69,583 $ 72,576
v3.23.2
Contract Assets - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
May 17, 2022
Feb. 02, 2022
Disaggregation of Revenue              
Contract assets $ 83,060   $ 83,060   $ 83,060    
Capitalized contract fees 3,600   3,600        
Long-term contract assets 69,583   69,583   $ 72,576    
Amortization of contract into revenue $ 1,100 $ 700 $ 2,400 $ 700      
ProFrac Agreement              
Disaggregation of Revenue              
Contract assets           $ 69,500 $ 10,000
v3.23.2
Contract Assets - Estimated Amortization (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Revenue Recognition [Abstract]    
2023 (excluding the six months ended June 30, 2023) $ 3,226  
2024 8,980  
2025 8,980  
2026 8,980  
2027 8,980  
Thereafter through May 2032 38,153  
Total contract assets $ 77,299 $ 79,689
v3.23.2
Inventories - Components of inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 7,404 $ 5,800
Finished goods 18,473 18,130
Inventories 25,877 23,930
Less reserve for excess and obsolete inventory (7,480) (8,210)
Inventories, net $ 18,397 $ 15,720
v3.23.2
Inventories - Narratives (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Chemistry Technologies        
Inventory        
Provision for excess and obsolete inventory $ 200,000 $ 400,000 $ 400,000 $ 700,000
Data Analytics        
Inventory        
Provision for excess and obsolete inventory $ 6,000 $ 49,000 $ 100,000 $ 49,000
v3.23.2
Property and Equipment - Components of Property and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Components of Property, Plant and Equipment    
Property and equipment $ 16,524 $ 16,261
Less accumulated depreciation (11,771) (11,435)
Property and equipment, net 4,753 4,826
Land    
Components of Property, Plant and Equipment    
Property and equipment 886 886
Land improvements    
Components of Property, Plant and Equipment    
Property and equipment 520 520
Buildings and leasehold improvements    
Components of Property, Plant and Equipment    
Property and equipment 5,356 5,356
Machinery and equipment    
Components of Property, Plant and Equipment    
Property and equipment 6,890 6,758
Furniture and fixtures    
Components of Property, Plant and Equipment    
Property and equipment 532 532
Transportation equipment    
Components of Property, Plant and Equipment    
Property and equipment 784 784
Computer equipment and software    
Components of Property, Plant and Equipment    
Property and equipment $ 1,556 $ 1,425
v3.23.2
Property and Equipment - Narratives (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Property, Plant and Equipment [Abstract]        
Depreciation $ 174 $ 182 $ 349 $ 377
v3.23.2
Leases - Components of Lease Expense and Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Leases [Abstract]        
Operating lease expense $ 237 $ 220 $ 478 $ 448
Finance lease expense:        
Amortization of assets 4 4 7 8
Interest on lease liabilities 1 3 2 6
Total finance lease expense 5 7 9 14
Short-term lease expense 40 79 81 203
Total lease expense 282 306 568 665
Cash paid for amounts included in the measurement of lease liabilities:        
Operating cash flows from operating leases 1,550 350 2,915 726
Operating cash flows from finance leases 7 10 17 20
Financing cash flows from finance leases $ 1 $ 3 $ 2 $ 6
v3.23.2
Leases - Maturities of Lease Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Operating Leases    
2023 (excluding the six months ended June 30, 2023) $ 1,843  
2024 2,624  
2025 1,391  
2026 1,418  
2027 1,339  
Thereafter 3,443  
Total lease payments 12,058  
Less: Interest (2,572)  
Present value of lease liabilities 9,486 $ 11,372
Finance Leases    
2023 (excluding the six months ended June 30, 2023) 19  
2024 23  
2025 0  
2026 0  
2027 0  
Thereafter 0  
Total lease payments 42  
Less: Interest (2)  
Present value of lease liabilities $ 40 $ 55
v3.23.2
Leases - Supplemental Balance Sheet Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Operating Leases    
Operating lease right-of-use assets $ 4,279 $ 5,900
Current portion of operating lease liabilities 2,902 3,328
Long-term operating lease liabilities 6,584 8,044
Total operating lease liabilities 9,486 11,372
Finance Leases    
Property and equipment 147 147
Accumulated depreciation (63) (55)
Property and equipment, net 84 92
Current portion of finance lease liabilities 37 36
Long-term finance lease liabilities 3 19
Total finance lease liabilities $ 40 $ 55
Weighted Average Remaining Lease Term    
Operating leases (in years) 5 years 4 months 24 days 5 years 3 months 18 days
Finance leases (in years) 1 year 1 year 7 months 6 days
Weighted Average Discount Rate    
Operating leases (in percentage) 9.20% 9.30%
Finance leases (in percentage) 8.50% 8.90%
v3.23.2
Accrued Liabilities - Schedule of Current Accrued Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Accrued liabilities, current    
Severance costs $ 1,314 $ 2,617
Payroll and benefits 525 684
Legal costs 816 447
Contingent liability for earn-out provision 260 583
Deferred revenue, current 409 655
Taxes other than income taxes 946 1,884
Other 908 2,114
Total current accrued liabilities $ 5,178 $ 8,984
v3.23.2
Debt and Convertible Notes Payable - Narratives (Details)
1 Months Ended 3 Months Ended 6 Months Ended
May 17, 2023
USD ($)
$ / shares
shares
Feb. 02, 2023
USD ($)
$ / shares
shares
Jan. 05, 2023
USD ($)
Mar. 21, 2022
USD ($)
shares
Feb. 02, 2022
USD ($)
d
$ / shares
Apr. 30, 2020
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jan. 04, 2023
USD ($)
Dec. 31, 2022
USD ($)
May 17, 2022
USD ($)
Debt Instrument                          
Other income             $ 0 $ 0 $ 4,522,000 $ 0      
Debt converted instrument, face amount                 40,638,000 $ 0      
Convertible notes payable             0   0     $ 19,799,000  
ProFrac Holdings | February 2023 Warrants | Related Party                          
Debt Instrument                          
Conversion of notes to common stock (shares) | shares   12,683,281                      
Unsecured Debt | Flotek PPP loan                          
Debt Instrument                          
Proceeds from debt           $ 4,800,000              
Forgiveness of debt     $ 4,400,000                    
Principal amount             $ 328,000   328,000   $ 4,800,000 $ 4,788,000  
Accrued interest forgiveness     100,000                    
Aggregate principal amount     $ 400,000                    
Repaid in monthly installments                 15,000        
Other income                 4,500,000        
Gain (loss) on extinguishment of debt, principal                 4,400,000        
Gain (loss) on extinguishment of debt, accrued interest                 $ 100,000        
Convertible Debt | February 2023 Warrants                          
Debt Instrument                          
Conversion price (in dollar per share) | $ / shares   $ 0.0001                      
Convertible Debt | PIPE Transaction                          
Debt Instrument                          
Aggregate principal amount         $ 21,200,000                
Proceeds from convertible notes         $ 20,100,000                
Debt instrument stated interest rate (percent)         10.00%                
Conversion price (in dollar per share) | $ / shares         $ 1.088125                
Stock price trigger (in dollars per share) | $ / shares   0.8705     2.50                
Stock price trigger for trading period (in dollars per share) | $ / shares         $ 1.741                
Threshold trading days | d         20                
Consecutive trading days | d         30                
Debt converted instrument, face amount       $ 3,000,000                  
Conversion of notes to common stock (shares) | shares       2,800,000                  
Unamortized issuance cost         $ 1,100,000                
Convertible Debt | ProFrac Agreement Contract                          
Debt Instrument                          
Aggregate principal amount         $ 10,000,000                
Debt instrument stated interest rate (percent)         10.00%                
Conversion price (in dollar per share) | $ / shares   $ 1.19                      
Convertible debt, fair value disclosures   $ 15,100,000                      
Convertible Debt | ProFrac Agreement Contract | Related Party                          
Debt Instrument                          
Conversion of notes to common stock (shares) | shares   12,683,280                      
Convertible notes payable   $ 11,000,000                      
Paid-in-kind interest expense   1,000,000                      
Convertible debt, fair value disclosures   $ 15,100,000                      
Convertible Debt | ProFrac Agreement Contract | Estimate of Fair Value Measurement                          
Debt Instrument                          
Convertible debt, fair value disclosures         $ 10,000,000                
Convertible Debt | Amended ProFrac Agreement                          
Debt Instrument                          
Aggregate principal amount                         $ 50,000,000
Debt instrument stated interest rate (percent)                         10.00%
Conversion price (in dollar per share) | $ / shares $ 0.64                        
Convertible debt, fair value disclosures $ 40,600,000                        
Convertible Debt | Amended ProFrac Agreement | Related Party                          
Debt Instrument                          
Conversion price (in dollar per share) | $ / shares $ 0.8705                        
Conversion of notes to common stock (shares) | shares 63,496,922                        
Convertible notes payable $ 55,300,000                        
Paid-in-kind interest expense 5,300,000                        
Convertible debt, fair value disclosures $ 40,600,000                        
Convertible Debt | Amended ProFrac Agreement | Estimate of Fair Value Measurement                          
Debt Instrument                          
Convertible debt, fair value disclosures                         $ 69,500,000
Convertible Notes Payable                          
Debt Instrument                          
Debt converted instrument, face amount       $ 3,000,000                  
Conversion of notes to common stock (shares) | shares       2,793,030                  
Convertible Notes Payable | Related Party                          
Debt Instrument                          
Debt converted instrument, face amount       $ 3,000,000                  
Conversion of notes to common stock (shares) | shares       2,793,030                  
Convertible Notes Payable | Other Convertible Debt                          
Debt Instrument                          
Conversion of notes to common stock (shares) | shares   10,335,840                      
Convertible notes payable   $ 9,000,000                      
Paid-in-kind interest expense   $ 800,000                      
v3.23.2
Debt and Convertible Notes Payable - Schedule of Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Jan. 04, 2023
Dec. 31, 2022
Debt Instrument      
Less current maturities $ (179)   $ (2,052)
Unsecured Debt | Flotek PPP loan      
Debt Instrument      
Flotek PPP loan 328 $ 4,800 4,788
Long-term debt, net of current portion $ 149   $ 2,736
v3.23.2
Debt and Convertible Notes Payable - Schedule of Loan Repayments (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Repayment  
2023 (excluding the six months ended June 30, 2023) $ 91
2023 (excluding the six months ended June 30, 2023) 180
Flotek PPP loan 328
2024 $ 57
v3.23.2
Fair Value Measurements - Recurring (Details) - Recurring - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Feb. 02, 2022
Fair Value, Assets and Liabilities Measured on Recurring      
Contingent earnout consideration $ 260 $ 583  
Liabilities measured at fair value on a recurring basis 260 84,153  
ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 14,220  
Amended ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 69,350  
Level 1      
Fair Value, Assets and Liabilities Measured on Recurring      
Contingent earnout consideration 0 0  
Liabilities measured at fair value on a recurring basis 0 0  
Level 1 | ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 0  
Level 1 | Amended ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 0  
Level 2      
Fair Value, Assets and Liabilities Measured on Recurring      
Contingent earnout consideration 0 0  
Liabilities measured at fair value on a recurring basis 0 0  
Level 2 | ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 0  
Level 2 | Amended ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 0  
Level 3      
Fair Value, Assets and Liabilities Measured on Recurring      
Contingent earnout consideration 260 583  
Contract consideration, convertible notes     $ 10,000
Liabilities measured at fair value on a recurring basis 260 84,153  
Level 3 | ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes 0 14,220  
Level 3 | Amended ProFrac Agreement      
Fair Value, Assets and Liabilities Measured on Recurring      
Contract consideration, convertible notes $ 0 $ 69,350  
v3.23.2
Fair Value Measurements - Monte Carlo Simulation (Details)
Jun. 30, 2023
Dec. 31, 2022
Risk-free interest rate    
Fair Value Measurement Inputs and Valuation Techniques    
Earn out provision, measurement input 0.0493 0.0434
Risk-free interest rate | ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   0.0412
Risk-free interest rate | Amended ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   0.0459
Expected volatility    
Fair Value Measurement Inputs and Valuation Techniques    
Earn out provision, measurement input 1.000 1.000
Expected volatility | ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   1.000
Expected volatility | Amended ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   1.000
Term until liquidation (years)    
Fair Value Measurement Inputs and Valuation Techniques    
Earn out provision, measurement input 1.88 2.38
Term until liquidation (years) | ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   0.09
Term until liquidation (years) | Amended ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   0.38
Stock price    
Fair Value Measurement Inputs and Valuation Techniques    
Earn out provision, measurement input 0.73 1.12
Stock price | ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   1.12
Stock price | Amended ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   1.12
Discount rate    
Fair Value Measurement Inputs and Valuation Techniques    
Earn out provision, measurement input 0.1266 0.0995
Discount rate | ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   0.0412
Discount rate | Amended ProFrac Agreement | Convertible Debt    
Fair Value Measurement Inputs and Valuation Techniques    
Debt instrument, measurement input   0.0459
v3.23.2
Fair Value Measurements - Narratives (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
May 17, 2023
Feb. 02, 2023
May 17, 2022
Feb. 02, 2022
Amended ProFrac Agreement | Convertible Debt                
Assets Measured at Fair Value on a Nonrecurring Basis                
Convertible debt, fair value disclosures         $ 40.6      
Conversion price (in dollar per share)         $ 0.64      
Change in fair value $ (3.9) $ (14.5) $ (30.8) $ (14.5)        
Amended ProFrac Agreement | Estimate of Fair Value Measurement | Convertible Debt                
Assets Measured at Fair Value on a Nonrecurring Basis                
Convertible debt, fair value disclosures             $ 69.5  
ProFrac Agreement Contract | Convertible Debt                
Assets Measured at Fair Value on a Nonrecurring Basis                
Convertible debt, fair value disclosures           $ 15.1    
Conversion price (in dollar per share)           $ 1.19    
Change in fair value $ 0.8 $ (2.6) $ 0.8 $ 1.3        
ProFrac Agreement Contract | Estimate of Fair Value Measurement | Convertible Debt                
Assets Measured at Fair Value on a Nonrecurring Basis                
Convertible debt, fair value disclosures               $ 10.0
Recurring | Level 3                
Assets Measured at Fair Value on a Nonrecurring Basis                
Convertible debt, fair value disclosures               $ 10.0
v3.23.2
Fair Value Measurements - Rollforward (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation        
Balance - beginning of period $ 44,025 $ 14,752 $ 84,153 $ 608
Transfer of ProFrac Agreement Contract Consideration Convertible Notes Payable from Level 2 0 0 0 10,000
Issuance of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable 0 69,460 0 69,460
Balance - end of period 260 67,694 260 67,694
ProFrac Agreement        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation        
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest 0 257 85 415
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity 0 0 (15,091) 0
Amended ProFrac Agreement        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation        
Increase in principal of Amended ProFrac Agreement Contract Consideration Convertible Notes Payable for paid-in-kind interest 712 611 2,043 611
Change in fair value (3,874) (14,521) (30,755) (14,521)
Conversion of Initial ProFrac Agreement Contract Consideration Convertible Notes Payable on maturity 40,638 0 $ 40,638 $ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]     Debt Instrument, Realized Gain (Loss) On Fair Value Adjustment, Before Tax Debt Instrument, Realized Gain (Loss) On Fair Value Adjustment, Before Tax
Change in fair value of contingent earnout consideration        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation        
Change in fair value 35 (228) $ (323) $ (134)
Contingent Portion Of Convertible Debt        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation        
Change in fair value $ 0 $ (2,637) $ 786 $ 1,255
v3.23.2
Income Taxes - Reconciliation of Effective Tax Rate (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]        
U.S. federal statutory tax rate 21.00% 21.00% 21.00% 21.00%
State income taxes, net of federal benefit 120.40% 0.00% 0.10% 0.10%
Non-U.S. income taxed at different rates (96.70%) 3.80% 0.00% (1.90%)
Increase (reduction) in tax benefit related to stock-based awards 1291.80% 3.10% 0.70% (2.00%)
Increase in valuation allowance 2284.50% (27.50%) (19.80%) (17.00%)
Permanent differences (3779.40%) 0.00% (2.10%) 0.00%
Non-deductible expenses 278.80% (0.40%) 0.20% 0.10%
Other 0.00% 3.80% 0.00% (2.20%)
Effective income tax rate 120.40% 3.80% 0.10% (1.90%)
v3.23.2
Income Taxes - Narratives (Details)
$ in Millions
Jun. 30, 2023
USD ($)
Operating Loss Carryforwards  
Interest limitation carryforward $ 7.1
Tax credit carryforward 3.8
Operating Loss carryforward estimated limitation on use 3.5
Tax credit valuation allowance, due to expiration 3.8
Domestic Tax Authority  
Operating Loss Carryforwards  
Operating loss carryforwards 196.1
State and Local Jurisdiction  
Operating Loss Carryforwards  
Operating loss carryforwards 119.4
Operating loss valuation allowance, due to expiration $ 41.9
v3.23.2
Commitments and Contingencies (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Previous CEO | Former CEO Case    
Other Commitments    
Reduction in accrual for legal liabilities $ 2.3 $ 2.3
v3.23.2
Stockholders’ Equity - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Feb. 02, 2023
Jun. 21, 2022
Mar. 21, 2022
Feb. 02, 2022
Jun. 30, 2023
Jun. 30, 2022
May 17, 2023
Dec. 31, 2022
May 17, 2022
Common and Preferred Stock                  
Convertible notes payable         $ 0     $ 19,799  
Conversion of convertible notes payable to Pre-Funded Warrants         11,040        
Debt converted instrument, face amount         40,638 $ 0      
Convertible Notes Payable                  
Common and Preferred Stock                  
Conversion of notes to common stock (shares)     2,793,030            
Debt converted instrument, face amount     $ 3,000            
Debt converted, accrued interest     $ 39            
Convertible Notes Payable | Other Convertible Debt                  
Common and Preferred Stock                  
Conversion of notes to common stock (shares) 10,335,840                
Convertible notes payable $ 9,000                
Paid-in-kind interest expense $ 800                
Convertible Debt | ProFrac Agreement Contract                  
Common and Preferred Stock                  
Conversion price (in dollar per share) $ 1.19                
Convertible debt, fair value disclosures $ 15,100                
Exercise price of warrants or rights (in dollars per share) $ 0.0001                
Convertible Debt | ProFrac Agreement Contract | Estimate of Fair Value Measurement                  
Common and Preferred Stock                  
Convertible debt, fair value disclosures       $ 10,000          
Convertible Debt | PIPE Transaction                  
Common and Preferred Stock                  
Conversion of notes to common stock (shares)     2,800,000            
Conversion price (in dollar per share)       $ 1.088125          
Stock price trigger (in dollars per share) 0.8705     $ 2.50          
Debt converted instrument, face amount     $ 3,000            
Convertible Debt | Amended ProFrac Agreement                  
Common and Preferred Stock                  
Conversion price (in dollar per share)             $ 0.64    
Convertible debt, fair value disclosures             $ 40,600    
Convertible Debt | Amended ProFrac Agreement | Estimate of Fair Value Measurement                  
Common and Preferred Stock                  
Convertible debt, fair value disclosures                 $ 69,500
Convertible Debt | February 2023 Warrants                  
Common and Preferred Stock                  
Conversion price (in dollar per share) 0.0001                
ProFrac Services, LLC | February 2023 Warrants | Affiliated Entity                  
Common and Preferred Stock                  
Exercise price of warrants or rights (in dollars per share) $ 0.0001                
Number of securities called by warrants or rights (in shares) 25,366,561                
ProFrac Services, LLC | June 2022 Warrants | Affiliated Entity                  
Common and Preferred Stock                  
Exercise price of warrants or rights (in dollars per share) $ 0.0001                
Exchanged value of warrants   $ 19,500              
Warrants fair value   11,100              
Equity issuance costs   1,200              
Conversion of convertible notes payable to Pre-Funded Warrants   $ 8,400     8,400        
Number of securities called by warrants or rights (in shares)   13,104,839              
Warrant exercise fee   $ 4,500              
Warrant premium on average price, percent   20.00%              
Payments of transaction fees of warrants         $ 1,100        
Proceeds from related party debt   $ 4,500              
Other receivables   $ 4,500              
v3.23.2
Stockholders’ Equity - Valuation of Assumptions (Details) - June 2022 Warrants
$ in Millions
Jun. 21, 2022
USD ($)
Fair Value Measurement Inputs and Valuation Techniques  
Strike price (exercise fee) $ 4.5
Risk-free interest rate  
Fair Value Measurement Inputs and Valuation Techniques  
Measurement input 0.0321
Expected volatility  
Fair Value Measurement Inputs and Valuation Techniques  
Measurement input 0.900
Term until liquidation (years)  
Fair Value Measurement Inputs and Valuation Techniques  
Measurement input 2.00
Stock price  
Fair Value Measurement Inputs and Valuation Techniques  
Measurement input 1.11
v3.23.2
Earnings (Loss) Per Share - Schedule of Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Numerator:        
Net income (loss) for basic earnings per share $ (21) $ 6,240 $ 21,322 $ (4,484)
Anti-dilutive adjustments to net income available to shareholders excluded from Numerator for Diluted Earnings calculation        
Paid-in-kind interest expense     2,284 1,819
Adjusted net loss for diluted earnings per share $ (3,183) $ (5,961) $ (6,363) $ (13,310)
Denominator:        
Basic weighted average shares outstanding (in shares) 143,433 74,861 121,244 73,476
Average number of diluted shares for convertible notes payable and Contract Consideration Convertible Notes Payable (in shares) $ 26,067 $ 49,474 $ 42,921 $ 33,610
Diluted weighted average shares outstanding (in shares) 169,500 124,335 164,165 107,086
Basic loss per share (in dollars per share) $ 0 $ 0.08 $ 0.18 $ (0.06)
Diluted loss per share (in dollars per share) $ (0.02) $ (0.05) $ (0.04) $ (0.12)
Convertible Notes Payable        
Anti-dilutive adjustments to net income available to shareholders excluded from Numerator for Diluted Earnings calculation        
Paid-in-kind interest expense $ 712 $ 1,028 $ 2,284 $ 1,402
Valuation (gain)/loss on Contract Consideration Convertible Notes Payable carried at FV $ (3,874) $ (13,229) $ (29,969) $ (10,228)
Options and Restricted        
Denominator:        
Anti-dilutive incremental shares excluded from denominator for diluted earnings computation 545 692 718 662
Stock Warrants        
Denominator:        
Anti-dilutive incremental shares excluded from denominator for diluted earnings computation 6,496 976 8,038 491
v3.23.2
Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Supplemental cash flow information:    
Interest paid $ 23 $ 7
Supplemental non cash financing and investing activities:    
Conversion of convertible notes payable to common stock 40,638 0
Conversion of Initial Contract Consideration Convertible Notes Payable to February 2023 Warrants 15,092 0
Issuance of convertible notes payable as consideration for ProFrac Agreements 0 79,460
Issuance cost of stock warrants included in accrued accounts payable 0 1,170
Common Stock    
Supplemental non cash financing and investing activities:    
Conversion of convertible notes payable to common stock 8,996 3,038
Stock Warrants    
Supplemental non cash financing and investing activities:    
Conversion of convertible notes payable to common stock $ 11,040 $ 0
v3.23.2
Related Party Transactions (Details)
3 Months Ended 6 Months Ended
Feb. 02, 2023
USD ($)
shares
Mar. 21, 2022
USD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Mar. 31, 2023
USD ($)
Feb. 01, 2023
fleet
Dec. 31, 2022
USD ($)
May 17, 2022
USD ($)
Feb. 02, 2022
USD ($)
Related Party Transaction                      
Convertible notes payable     $ 0   $ 0       $ 19,799,000    
Amortization of contract into revenue     1,100,000 $ 700,000 2,400,000 $ 700,000          
Debt converted instrument, face amount         40,638,000 0          
Amortization of convertible note issuance cost         83,000 414,000          
Convertible Debt | ProFrac Agreement Contract                      
Related Party Transaction                      
Debt instrument, face amount                     $ 10,000,000
Convertible debt, fair value disclosures $ 15,100,000                    
Convertible Notes Payable                      
Related Party Transaction                      
Conversion of notes to common stock (shares) | shares   2,793,030                  
Debt converted instrument, face amount   $ 3,000,000                  
Debt converted, accrued interest   $ 39,000                  
Related Party                      
Related Party Transaction                      
Revenue from external customers     32,774,000 16,549,000 69,130,000 19,046,000          
Amortization of contract into revenue     1,100,000 700,000 2,400,000 700,000          
Accounts receivable net     23,033,000   23,033,000       22,683,000    
Related Party | ProFrac Agreement Contract                      
Related Party Transaction                      
Increase in number of active hydraulic fleets | fleet               30      
Related Party | Convertible Debt | ProFrac Agreement Contract                      
Related Party Transaction                      
Convertible notes payable 11,000,000                    
Paid-in-kind interest expense $ 1,000,000                    
Conversion of notes to common stock (shares) | shares 12,683,280                    
Convertible debt, fair value disclosures $ 15,100,000                    
Related Party | Convertible Notes Payable                      
Related Party Transaction                      
Conversion of notes to common stock (shares) | shares   2,793,030                  
Debt converted instrument, face amount   $ 3,000,000                  
Debt converted, accrued interest   39,000                  
Amortization of convertible note issuance cost   $ 90,000                  
Related Party | ProFrac Services, LLC                      
Related Party Transaction                      
Revenue from external customers     32,800,000 16,500,000 69,100,000 18,900,000          
Cost of sales for related parties     $ 30,200,000 17,800,000 $ 65,100,000 19,000,000          
Accounts receivable net       23,000,000   23,000,000     $ 22,700,000    
Related Party | PIPE Transaction | Convertible Debt                      
Related Party Transaction                      
Debt instrument, face amount                     $ 10,000,000
Fleet purchase commitment percentage                     33.00%
Conditional revenue shortfall rate (percent)                     25.00%
Related Party | Amended ProFrac Agreement | Convertible Debt                      
Related Party Transaction                      
Debt instrument, face amount                   $ 50,000,000  
Fleet purchase commitment percentage                   70.00%  
Related Party | ProFrac Holdings | February 2023 Warrants                      
Related Party Transaction                      
Conversion of notes to common stock (shares) | shares 12,683,281                    
Director | Affiliated Entity | Confluence                      
Related Party Transaction                      
Cumulative Revenue From Related Party             $ 1,400,000        
Cumulative Cost Of Sales From Related Party       $ 1,400,000   $ 1,400,000          
v3.23.2
Business Segment, Geographic and Major Customer Information - Reportable Segments (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Summarized financial information regarding reportable segments        
Gross profit (loss) $ 3,904 $ (2,305) $ 5,785 $ (2,784)
Change in fair value of Contract Consideration Convertible Notes Payable (3,874) (17,158) (29,969) (13,266)
Income (loss) from operations 672 8,039 19,184 (2,245)
Paid-in-kind interest on Contract Consideration Convertible Notes Payable 712 868 2,129 1,026
Paid-in-kind interest on convertible notes payable   466 155 793
Depreciation 174 182 349 377
Additions to long-lived assets 135 5 292 5
Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 17,820 12,824 29,472 23,206
Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 32,774 16,549 69,130 19,046
Products | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 16,715 12,039 27,216 21,741
Products | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 32,347 16,549 68,613 19,046
Services | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 1,105 785 2,256 1,465
Services | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 427 0 517 0
Operating Segments | Chemistry Technologies        
Summarized financial information regarding reportable segments        
Gross profit (loss) 2,603 (1,568) 3,038 (2,231)
Change in fair value of Contract Consideration Convertible Notes Payable (3,874) (17,158) (29,969) (13,266)
Income (loss) from operations 3,795 14,944 27,174 8,887
Paid-in-kind interest on Contract Consideration Convertible Notes Payable 712 868 2,129 1,026
Paid-in-kind interest on convertible notes payable   0 0 0
Depreciation 155 166 312 345
Additions to long-lived assets 0 5 30 5
Operating Segments | Chemistry Technologies | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 15,469 12,111 24,693 21,422
Operating Segments | Chemistry Technologies | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 32,617 16,549 68,883 19,046
Operating Segments | Chemistry Technologies | Products | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 15,095 11,740 23,654 20,650
Operating Segments | Chemistry Technologies | Products | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 32,345 16,549 68,611 19,046
Operating Segments | Chemistry Technologies | Services | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 374 371 1,039 772
Operating Segments | Chemistry Technologies | Services | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 272 0 272 0
Operating Segments | Data Analytics        
Summarized financial information regarding reportable segments        
Gross profit (loss) 1,301 (737) 2,747 (553)
Change in fair value of Contract Consideration Convertible Notes Payable 0 0 0 0
Income (loss) from operations 129 (1,198) 587 (2,006)
Paid-in-kind interest on Contract Consideration Convertible Notes Payable 0 0 0 0
Paid-in-kind interest on convertible notes payable   0 0 0
Depreciation 18 15 36 31
Additions to long-lived assets 135 0 230 0
Operating Segments | Data Analytics | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 2,351 713 4,779 1,784
Operating Segments | Data Analytics | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 157 0 247 0
Operating Segments | Data Analytics | Products | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 1,620 299 3,562 1,091
Operating Segments | Data Analytics | Products | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 2 0 2 0
Operating Segments | Data Analytics | Services | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 731 414 1,217 693
Operating Segments | Data Analytics | Services | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 155 0 245 0
Corporate and Other        
Summarized financial information regarding reportable segments        
Gross profit (loss) 0 0 0 0
Change in fair value of Contract Consideration Convertible Notes Payable 0 0 0 0
Income (loss) from operations (3,252) (5,707) (8,577) (9,126)
Paid-in-kind interest on Contract Consideration Convertible Notes Payable 0 0 0 0
Paid-in-kind interest on convertible notes payable   466 155 793
Depreciation 1 1 1 1
Additions to long-lived assets 0 0 32 0
Corporate and Other | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 0 0 0 0
Corporate and Other | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 0 0 0 0
Corporate and Other | Products | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 0 0 0 0
Corporate and Other | Products | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 0 0 0 0
Corporate and Other | Services | Nonrelated Party        
Summarized financial information regarding reportable segments        
Revenue from external customers 0 0 0 0
Corporate and Other | Services | Related Party        
Summarized financial information regarding reportable segments        
Revenue from external customers $ 0 $ 0 $ 0 $ 0
v3.23.2
Business Segment, Geographic and Major Customer Information - Assets by Reportable Segments (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Segment Reporting Information    
Total assets $ 158,030 $ 164,810
Operating Segments | Chemistry Technologies    
Segment Reporting Information    
Total assets 139,921 146,542
Operating Segments | Data Analytics    
Segment Reporting Information    
Total assets 7,382 5,645
Corporate and Other    
Segment Reporting Information    
Total assets $ 10,727 $ 12,623
v3.23.2
Business Segment, Geographic and Major Customer Information - Geographic Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets          
Total assets $ 158,030   $ 158,030   $ 164,810
Total revenues 50,594 $ 29,373 98,602 $ 42,252  
Operating Segments | Chemistry Technologies          
Revenues from External Customers and Long-Lived Assets          
Total assets 139,921   139,921   146,542
Operating Segments | Data Analytics          
Revenues from External Customers and Long-Lived Assets          
Total assets 7,382   7,382   5,645
Corporate and Other          
Revenues from External Customers and Long-Lived Assets          
Total assets 10,727   10,727   $ 12,623
U.S.          
Revenues from External Customers and Long-Lived Assets          
Total revenues 48,725 25,955 94,851 36,289  
UAE          
Revenues from External Customers and Long-Lived Assets          
Total revenues 1,509 3,139 2,912 4,450  
Other countries          
Revenues from External Customers and Long-Lived Assets          
Total revenues $ 360 $ 279 $ 839 $ 1,513  
v3.23.2
Business Segment, Geographic and Major Customer Information - Major Customers (Details) - Customer Concentration Risk - Sales - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Customer A (Related Party)        
Segment Reporting Information        
Revenue $ 32,774 $ 16,549 $ 69,129 $ 17,657
Percentage of revenue by major customers (in percentage) 64.80% 52.20% 70.10% 38.90%
Customer B        
Segment Reporting Information        
Revenue   $ 5,611   $ 8,218
Percentage of revenue by major customers (in percentage)   19.10%   19.50%
v3.23.2
Business Segment, Geographic and Major Customer and Supplier Information - Major Suppliers (Details) - Purchases - Cost of Goods and Service - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Supplier A        
Segment Reporting Information        
Supplies expense $ 13,155 $ 7,576 $ 30,109 $ 7,624
Total spend (in percentage) 32.60% 31.90% 36.40% 24.20%
Supplier B        
Segment Reporting Information        
Supplies expense $ 8,049 $ 4,036 $ 15,194 $ 6,154
Total spend (in percentage) 20.00% 17.00% 18.40% 19.50%
Supplier C        
Segment Reporting Information        
Supplies expense $ 4,489 $ 2,679 $ 8,993  
Total spend (in percentage) 11.10% 11.30% 10.90%  

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