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Debt | 12 Months Ended
--- | ---
Dec. 31, 2024
Debt Disclosure [Abstract] |
Debt | 7. DEBT Long-term debt is comprised of the following:
|  | December 31, |
|  | 2024 |  |  | 2023 |
ProFrac Holding Corp.: |  |  |  |  |  |
2029 Senior Notes |  | $ | 584.2 |  |  | $ | 520.0 |
2022 ABL Credit Facility |  |  | 139.8 |  |  |  | 117.4 |
Equify Notes (1) |  |  | 13.3 |  |  |  | 18.6 |
Finance lease obligations |  |  | 6.3 |  |  |  | 8.6 |
Other |  |  | 8.0 |  |  |  | 10.2 |
ProFrac Holding Corp. principal amount |  |  | 751.6 |  |  |  | 674.8 |
Less: unamortized debt discounts, premiums, and issuance costs |  |  | (15.0 | ) |  |  | (17.4 | )
Less: current portion of long-term debt |  |  | (87.5 | ) |  |  | (46.2 | )
ProFrac Holding Corp. long-term debt, net |  |  | 649.1 |  |  |  | 611.2 |
Alpine Subsidiary: |  |  |  |  |  |
Alpine 2023 Term Loan |  |  | 350.0 |  |  |  | 365.0 |
Monarch Note |  |  | — |  |  |  | 54.7 |
Other |  |  | 0.8 |  |  |  | — |
Finance lease obligations |  |  | 7.2 |  |  |  | 2.1 |
Alpine principal amount |  |  | 358.0 |  |  |  | 421.8 |
Less: unamortized debt discounts, premiums, and issuance costs |  |  | (14.5 | ) |  |  | (22.0 | )
Less: current portion of long-term debt |  |  | (65.5 | ) |  |  | (71.6 | )
Alpine long-term debt, net |  |  | 278.0 |  |  |  | 328.2 |
Flotek Subsidiary: |  |  |  |  |  |
Flotek ABL credit facility |  |  | 4.7 |  |  |  | 7.5 |
Flotek other |  |  | 0.1 |  |  |  | 0.2 |
Flotek principal amount |  |  | 4.8 |  |  |  | 7.7 |
Less: current portion of long-term debt |  |  | (4.8 | ) |  |  | (7.6 | )
Flotek long-term debt, net |  |  | — |  |  |  | 0.1 |
Other Subsidiaries: |  |  |  |  |  |
Revolving credit facility |  |  | 5.4 |  |  |  | — |
Finance lease obligations |  |  | 6.4 |  |  |  | — |
Other |  |  | 12.7 |  |  |  | 3.6 |
Other subsidiaries principal amount |  |  | 24.5 |  |  |  | 3.6 |
Less: unamortized debt discounts, premiums, and issuance costs |  |  | (0.4 | ) |  |  | — |
Less: current portion of long-term debt |  |  | (6.8 | ) |  |  | (1.0 | )
Other subsidiaries long-term debt, net |  |  | 17.3 |  |  |  | 2.6 |
Consolidated: |  |  |  |  |  |
Total principal amount |  |  | 1,138.9 |  |  |  | 1,107.9 |
Less: unamortized debt discounts, premiums, and issuance costs |  |  | (29.9 | ) |  |  | (39.4 | )
Less: current portion of long-term debt |  |  | (164.6 | ) |  |  | (126.4 | )
Total long-term debt, net |  | $ | 944.4 |  |  | $ | 942.1 |
(1) Related party debt agreements Senior Secured Notes Due 2029 In December 2023, ProFrac Holdings II, LLC completed an offering of $520 million of senior secured floating rate notes due in December 2029 in a private offering to qualified institutional buyers (“2029 Senior Notes”). The Company primarily used these proceeds to repay outstanding principal amounts of other existing debt. In June 2024, ProFrac Holdings II, LLC issued an additional $120 million aggregate principal amount of its 2029 Senior Notes at par to Beal Bank and Beal Bank USA in connection with our acquisition of AST. These notes were issued as additional notes pursuant to the original indenture as amended. These new notes and the notes previously issued under the indenture are treated as a single series of securities under the indenture and the new notes have substantially identical terms, other than the issue date, issue price and first payment date, as the existing notes and are secured by a security interest in the same collateral. In 2024, we made principal payments of $55.8 million on our 2029 Senior Notes. The 2029 Senior Notes bear interest at an adjusted Secured Overnight Financing Rate (“Adjusted SOFR”) plus a margin of 7.25% per annum with a 2.00% Adjusted SOFR floor. The Adjusted SOFR rate is equal to the applicable Secured Overnight Financing Rate plus 0.26161% per annum. Interest is payable quarterly, in arrears, on March 31, June 30, September 30 and December 31. The effective interest rate was 13.0% as of December 31, 2024. The 2029 Senior Notes were issued at a discount of $5.2 million for aggregate consideration of $514.8 million and resulted in net proceeds to the Company of $498.8 million after debt issuance costs of $16.0 million. The 2029 Senior Notes require minimum quarterly payments including principal payments of $11.9 million on June 30, 2024, September 30, 2024, and December 31, 2024, and $18.1 million at the end of each calendar quarter thereafter. The 2029 Senior Notes are redeemable, at our option, beginning on January 15, 2025, at a premium of 5% through January 14, 2026. This premium declines to 2.0% through January 14, 2027, and 1.0% through January 14, 2028, after which we may redeem the notes at par value. The obligation to pay principal and interest on the 2029 Senior Notes is jointly and severally guaranteed on a full and unconditional basis by ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries. The 2029 Senior Notes are secured on a first priority basis by substantially all of the assets of ProFrac Corp. and ProFrac LLC, and subject to certain exceptions, our domestic subsidiaries. The 2029 Senior Notes contain a covenant requiring us to maintain a minimum loan to value (“LTV”) ratio of 0.78 to 1.00 in 2025, 0.77 to 1.00 in 2026, and 0.75 to 1.00 thereafter. This ratio is the aggregate unpaid principal amount of the 2019 Senior Notes divided by the orderly liquidation value of our applicable assets. The 2029 Senior Notes contain covenants that could, in certain circumstances, limit our ability to issue additional debt, repurchase or pay dividends on our common or preferred stock, sell our assets, or enter into certain other transactions. We were in compliance with all of the covenants in the indenture governing our 2029 Senior Notes at December 31, 2024. Alpine 2023 Term Loan In December 2023, our Alpine subsidiary entered into a senior secured term loan credit agreement (the “Alpine Term Loan Credit Agreement”) that matures in January 2029, with CLMG Corp. as administrative agent and collateral agent, and the lenders party thereto, providing for a term loan of $365.0 million (the “Alpine 2023 Term Loan”). The Company primarily used these proceeds to repay outstanding principal amounts of other existing debt. Borrowings under the Alpine 2023 Term Loan accrue interest at either an Adjusted SOFR rate or a base rate, plus an applicable margin of 7.25% per annum with a 3.00% Adjusted SOFR floor. The Adjusted SOFR rate is equal to the applicable Secured Overnight Financing Rate plus 0.11448% per annum. The effective interest rate was 13.4% as of December 31, 2024. The Alpine 2023 Term Loan requires minimum quarterly payments including principal payments of $5.0 million on June 30, 2024, September 30, 2024, and December 31, 2024, and $15.0 million on the last day of each calendar quarter thereafter. In connection with any voluntary prepayment of the Alpine 2023 Term Loan prior to December 27, 2025, Alpine will be required to pay the Minimum Earnings Amount (as defined in the Alpine Term Loan Credit Agreement), which generally represents the interest on the principal amount repaid that would be owed through December 27, 2025. Voluntary prepayments made after December 27, 2025 through December 27, 2026, will incur a premium of 2%. This premium declines to 1.0% for voluntary prepayments made after December 27, 2026 through December 27, 2027. The Alpine 2023 Term Loan may be prepaid at par after December 27, 2027. The Alpine 2023 Term Loan is guaranteed by ProFrac Holding Corp. and all of Alpine’s subsidiaries. The Alpine 2023 Term Loan is secured by a lien on, and security interest in, substantially all of Alpine’s assets. The Alpine 2023 Term Loan originally contained a covenant commencing with the fiscal quarter ending September 30, 2024, requiring Alpine not to exceed a maximum Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This ratio is generally the consolidated total debt of Alpine divided by an adjusted EBITDA calculation. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2026. The Alpine 2023 Term Loan contains covenants that limit Alpine’s ability to issue additional debt, pay dividends or distributions, sell its assets, or enter into certain other transactions. As a result of Alpine’s lower than expected operating results in 2024, Alpine is closely monitoring its forthcoming compliance obligations with the Total Net Leverage Ratio covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. Alpine was in compliance with all other covenants, and there were no existing defaults or events of default related to the Alpine 2023 Term Loan as of December 31, 2024. 2022 ABL Credit Facility On March 4, 2022, ProFrac LLC, ProFrac II, LLC, as borrower, and certain of the Company’s wholly owned subsidiaries as obligors, entered into a senior secured asset-based revolving credit agreement that expires on March 4, 2027 (as amended, the “2022 ABL Credit Facility”), with a group of lenders with JPMorgan Chase Bank N.A., as administrative agent and collateral agent. The 2022 ABL Credit Facility, as amended, provides for a maximum availability of $325.0 million. The maximum availability of credit under the 2022 ABL Credit Facility is limited at any time to the lesser of the lenders committed amounts or a borrowing base. The borrowing base is based on percentages of eligible accounts receivable and eligible inventory, which serve as collateral for the ABL Credit Facility, and is subject to certain reserves. Assets of our Alpine subsidiary are excluded from the borrowing base. If at any time borrowings and letters of credit issued under the credit facility exceed the borrowing base, we will be required to repay an amount equal to such excess. As of December 31, 2024, the maximum availability under the ABL credit facility was limited to our eligible borrowing base of $223.9 million with $139.8 million of borrowings outstanding and $13.4 million of letters of credit outstanding, resulting in approximately $70.7 million of remaining availability. Borrowings under the 2022 ABL Credit Facility accrue interest at either a SOFR rate or a base rate, plus an applicable margin. The applicable margin for SOFR rate loans ranges from 1.5% to 2.0% and for base rate loans ranges from 0.5% to 1.0%. The 2022 ABL Credit Facility bears an unused line fee ranging from 0.250% to 0.375%. The effective interest rate was 8.25% as of December 31, 2024. We are required by the 2022 ABL Credit Facility to maintain minimum liquidity of $15.0 million at all times. If the amount available under the 2022 ABL Credit Facility is less than the greater of 12.5% of our maximum availability or $30.0 million, we will be required to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0, to the extent such conditions continue for at least five consecutive business days, and we will be subject to the cash dominion provisions under the agreement. The 2022 ABL Credit Facility contains certain customary representations and warranties and affirmative and negative covenants. The negative covenants include, subject to customary exceptions, limitations on indebtedness, dividends, distributions and certain other payments, investments, acquisitions, prepayments of specified junior indebtedness, amendments of specified junior indebtedness, transactions with affiliates, dispositions, mergers and consolidations, liens, restrictive agreements, sale and leaseback transactions, changes in fiscal periods and changes in line of business. The Company was in compliance with all covenants, and there were no existing defaults or events of default related to the 2022 ABL Credit Facility as of December 31, 2024. Monarch Note In connection with our acquisition of Monarch in December 2022, $87.5 million of the purchase price was financed through a seller-financed note (the “Monarch Note”, see “Note 4. Business Combinations” for additional information). The Monarch Note matured in December 2024 and bore interest at an annual rate of 2.5%. We repaid the Monarch Note in 2024. The Monarch Note required minimum quarterly payments of $10.9 million. Alpine had an option to prepay the loan in whole or in part without penalty or premium. The Monarch Note was secured by Alpine’s equity interest in Monarch, substantially all of the assets of Monarch, and real property acquired in connection with the Monarch Acquisition. The Monarch Note was initially measured at fair value in connection with the Monarch Acquisition, resulting in recording a debt discount of $10.4 million. We amortized such discount as an adjustment to interest expense using the effective interest method over the term of the Monarch Note. Equify Notes In connection with our acquisition of USWS in November 2022 (see “Note 4. Business Combinations” for additional information), we assumed two equipment financing notes with Equify Financial, LLC, a related party to the Company controlled by the Wilks Parties. At acquisition, these notes had principal balances of $11.9 million and $12.3 million, have terms through August 2027 and October 2027, and bear interest at an annual rate of 14.8% and 15.5%, respectively. The Equify Notes were initially measured at fair value in connection with the USWS Acquisition, resulting in recording a debt premium of $3.6 million. We amortize such premium as an adjustment to interest expense using the effective interest method over the term of the Equify Notes. As of December 31, 2024, the effective interest rates on the Equify Notes were 3.4% and 4.2%. These notes are collateralized by certain equipment in our Stimulation Services segment. Restricted Assets Our Alpine 2023 Term Loan requires us to segregate collateral associated with Alpine and limits our ability to use Alpine's cash or assets to satisfy our obligations or the obligations of our other subsidiaries. We also have limited ability to provide Alpine with liquidity to satisfy its obligations. See “Note 16. Business Segments” for certain financial information for Alpine, which is our Proppant Production segment. Maturities of Debt As of December 31, 2024, the principal maturity schedule for our debt outstanding is as follows:
|  | 2025 |  |  | 2026 |  |  | 2027 |  |  | 2028 |  |  | 2029 |  |  | Thereafter |  |  | Total |
ProFrac Holding Corp.: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
2029 Senior Notes |  |  | 72.3 |  |  |  | 72.3 |  |  |  | 72.3 |  |  |  | 72.3 |  |  |  | 295.0 |  |  |  | — |  |  |  | 584.2 |
2022 ABL Credit Facility |  |  | — |  |  |  | — |  |  |  | 139.8 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 139.8 |
Equify Notes (1) |  |  | 5.0 |  |  |  | 5.0 |  |  |  | 3.3 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 13.3 |
Finance lease obligations |  |  | 2.2 |  |  |  | 2.0 |  |  |  | 1.8 |  |  |  | 0.3 |  |  |  | — |  |  |  | — |  |  |  | 6.3 |
Other |  |  | 8.0 |  |  |  | - |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 8.0 |
ProFrac Holding Corp. principal amount |  |  | 87.5 |  |  |  | 79.3 |  |  |  | 217.2 |  |  |  | 72.6 |  |  |  | 295.0 |  |  |  | — |  |  |  | 751.6 |
Alpine Subsidiary: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Alpine 2023 Term Loan |  |  | 60.0 |  |  |  | 60.0 |  |  |  | 60.0 |  |  |  | 60.0 |  |  |  | 110.0 |  |  |  | — |  |  |  | 350.0 |
Other |  |  | 0.3 |  |  |  | 0.3 |  |  |  | 0.2 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 0.8 |
Finance lease obligations |  |  | 5.2 |  |  |  | 1.9 |  |  |  | 0.1 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 7.2 |
Alpine principal amount |  |  | 65.5 |  |  |  | 62.2 |  |  |  | 60.3 |  |  |  | 60.0 |  |  |  | 110.0 |  |  |  | — |  |  |  | 358.0 |
Flotek Subsidiary: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Flotek ABL credit facility |  |  | 4.7 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4.7 |
Flotek other |  |  | 0.1 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 0.1 |
Flotek principal amount |  |  | 4.8 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4.8 |
Other Subsidiaries: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Revolving credit facility |  |  | 5.4 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5.4 |
Finance lease obligations |  |  | 0.3 |  |  |  | 0.3 |  |  |  | 0.3 |  |  |  | 0.3 |  |  |  | 0.3 |  |  |  | 4.9 |  |  |  | 6.4 |
Other |  |  | 1.1 |  |  |  | 1.8 |  |  |  | 0.9 |  |  |  | 0.6 |  |  |  | 0.7 |  |  |  | 7.6 |  |  |  | 12.7 |
Other subsidiaries principal amount |  |  | 6.8 |  |  |  | 2.1 |  |  |  | 1.2 |  |  |  | 0.9 |  |  |  | 1.0 |  |  |  | 12.5 |  |  |  | 24.5 |
Total principal amount |  | $ | 164.6 |  |  | $ | 143.6 |  |  | $ | 278.7 |  |  | $ | 133.5 |  |  | $ | 406.0 |  |  | $ | 12.5 |  |  | $ | 1,138.9 |
(1) Related party debt agreements

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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