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Stockholders/Members Equity and Redeemable Non-Controlling Interests | 3 Months Ended
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Mar. 31, 2025
Stockholders' Equity Note [Abstract] |
Stockholders/Members Equity and Redeemable Non-Controlling Interests | Note 12 – Stockholders’/Members’ Equity and Redeemable Non-Controlling Interests Equity Structure Prior to the IPO Prior to the IPO, members’ equity was inclusive of additional paid-in capital and retained earnings of Flowco LLC. The capital structure of Flowco LLC consisted of only one class of limited partnership interests, Class A units. As of December 31, 2024 and as of January 15, 2025, Flowco LLC had 10,000,000 Class A units outstanding. Current Equity Structure Post IPO The following table summarizes the capitalization and voting rights of the Company’s classes of stock as of March 31, 2025:
|  | Authorized |  |  | Issued & Outstanding |  |  | Votes per Share |  | Economic Rights
Preferred stock |  |  | 10,000,000 |  |  |  | — |  |  | N/A |  | N/A
Common stock: |  |  |  |  |  |  |  |  |  |
Class A |  |  | 300,000,000 |  |  |  | 25,721,620 |  |  | 1 |  | Yes
Class B |  |  | 150,000,000 |  |  |  | 64,823,042 |  |  | 1 |  | No
The Company’s board of directors (“Board of Directors”) is authorized to direct the Company to issue shares of preferred stock in one or more series and its discretion to determine the number and designation of such series and the powers, rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Through March 31, 2025, no series of preferred stock have been issued. Holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors out of funds legally available therefore, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Upon dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive pro rata the remaining assets available for distribution. Holders of shares of Class A common stock do not have preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking fund provisions applicable to the Class A common stock. Except in certain limited circumstances, holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation. Additionally, holders of shares of Class B common stock do not have preemptive, subscription or redemption rights. There are no redemption or sinking fund provisions applicable to the Class B common stock. Any amendment of the Company’s amended and restated certificate of incorporation that gives holders of Class B common stock (1) any rights to receive dividends or any other kind of distribution, (2) any right to convert into or be exchanged for shares of Class A common stock, or (3) any other economic rights (except for payments in cash-in-lieu of receipt of fractional stock) will require, in addition to any stockholder approval required by applicable law, the affirmative vote of holders of a majority of the voting power of the outstanding shares of Class A common stock voting separately as a class. The Company must, at all times, maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, and (ii) maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and the number of LLC Interests owned by such Continuing Equity Owners. Shares of Class B common stock will be issued in the future only to the extent necessary to maintain a one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Only permitted transferees of LLC Interests held by the Continuing Equity Owners will be permitted transferees of Class B common stock. Shares of Class B common stock are automatically transferred to Flowco Holdings upon the redemption or exchange of their LLC Interests pursuant to the terms of the Flowco LLC Agreement and such shares of Class B common stock will be canceled and may not be reissued. As of March 31, 2025, the Company holds a 28.4% economic interest in Flowco LLC through its ownership of 25,721,620 LLC Interests but consolidates Flowco LLC as sole managing member. The remaining 64,823,042 LLC Interests representing an 71.6% interest are held by the Continuing Equity Owners. The LLC Interests held by Continuing Equity Owners include a redemption right which may be settled by the Company, through the (1) issuance of a new share of Class A common stock for each LLC Interest redeemed or (2) settled by cash proceeds received from a qualifying offering of Class A common stock. The LLC Interests are classified as temporary equity as the cash settlements are not at the sole discretion of the Company. Redeemable Non-Controlling Interests After the IPO, the Company became the sole managing member of Flowco LLC, and has the sole voting interest in, and control of the management of, Flowco LLC. As a result, the Company consolidates the financial results of Flowco LLC. The redeemable non-controlling interests on the accompanying condensed consolidated balance sheets represents the economic interest in Flowco LLC held by the Continuing Equity Owners, adjusted to equal the greater of (1) the carrying value of the redeemable non-controlling interest adjusted each reporting period for income or loss attributable to the redeemable non-controlling interest or (2) the redemption value. The redemption value is calculated based on the arithmetic average of the volume weighted average prices of Class A common stock on the trading day immediately prior to the end of each reporting period. Remeasurements to the redemption value of the redeemable non-controlling interest are performed at each reporting period and any required adjustments are recorded as an allocation between permanent equity and temporary equity within the condensed consolidated balance sheets. The portion of the net income or loss attributable to redeemable non-controlling interest is reported as net income or loss attributable to non-controlling interests on our condensed consolidated statements of operations. The ownership of the LLC Interests as of March 31, 2025, is summarized as follows:
|  | March 31, 2025 |  | December 31, 2024
|  | Shares |  |  | Ownership % |  | Shares |  | Ownership %
Flowco Holdings interest in Flowco LLC |  |  |  | 25,721,620 |  |  |  |  | 28.4 |  | % |  |  | n/a |  |  | n/a | %
Continuing Equity Owners' interest in Flowco LLC |  |  |  | 64,823,042 |  |  |  |  | 71.6 |  | % |  |  | n/a |  |  | n/a | %
|  |  |  | 90,544,662 |  |  |  |  | 100.0 |  | % |  |  | n/a |  |  | n/a | %
Distributions to Members Related to Their Income Tax Liabilities As a limited liability company treated as a partnership for income tax purposes, Flowco LLC does not incur significant federal, state or local income taxes, as these taxes are primarily the obligations of its members. Under the LLC Agreement, Flowco LLC is required to distribute cash, to the extent that Flowco LLC has cash available, on a pro rata basis to its members, including the Company, to the extent necessary to cover the Company’s tax liabilities, if any, with respect to each member’s share of Flowco LLC’s taxable earnings. The Company may make supplemental tax distributions to the extent a member, other than the Company, has an assumed tax liability in excess of the distributions made; however, these supplemental distributions must be made on a pro rata basis to all members, including the Company. Subsequent to March 31, 2025, Flowco LLC made tax distributions of approximately $6.3 million and $2.5 million to the Continuing Equity Owners and the Company, respectively.

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