FLOTEK INDUSTRIES INCCN

Note 13 —Stockholders’ Equity

Reverse stock split

On September 14, 2023, the Company announced that the Board of Directors approved a reverse stock split of its common stock at a ratio of 1-to-6 (“Reverse Stock Split”). The Reverse Stock Split was completed on September 25, 2023 and resulted in 184,438,695 issued and outstanding shares of common stock being converted into 30,866,597 shares of common stock.

The Reverse Stock Split had no effect on the par value or on the number of authorized shares of common stock. The Company issued one whole share of common stock to any shareholder that would have received a fractional share as a result of the Reverse Stock Split. Therefore, no fractional shares were issued in connection with the Reverse Stock Split and no cash or other consideration was paid in connection with any fractional shares that resulted from the Reverse Stock Split.

The Company adjusted the number of outstanding shares of common stock and treasury stock on the consolidated balance sheet and in the statement of changes in stockholders’ equity for all periods presented to reflect the impacts of the Reverse Stock Split. Where we disclose the number of shares of common stock within the footnotes to the consolidated financial statements we have presented both the pre-Reverse Stock Split and post-Reverse Stock Split amount as denoted.

Unless otherwise noted, all references in the consolidated financial statements and notes to condensed consolidated financial statements to the number of shares, per share data, restricted stock and stock option data have been retroactively adjusted to give effect to the Reverse Stock Split.

Conversion of Convertible Notes Payable

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 on a pre-Reverse Stock Split basis, upon maturity, into 10,335,840 shares of common stock (1,722,640 shares of common stock on a post-Reverse Stock Split basis) 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 upon conversion.

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 on a pre-Reverse Stock Split basis, 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 upon conversion. On September 6, 2023, the February 2023 Warrants issued upon the conversion of the Convertible Notes Payable held by ProFrac Holding, LLC were exercised and the Company issued, on a pre-Reverse Stock Split basis,12,683,280 shares of the Company’s common stock (2,113,880 shares of the Company’s common stock on a post-Reverse Stock Split basis).

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 on a pre-Reverse Stock Split basis, into 12,683,281 February 2023 Warrants and were recorded as additional paid-in-capital upon conversion. On September 6, 2023, the February 2023 Warrants issued upon the conversion of the Initial ProFrac Agreement Contract Consideration Convertible Notes Payable were exercised and the Company issued on a pre-Reverse Stock Split basis,12,683,281 shares of the Company’s common stock (2,113,881 shares of the Company’s common stock on a post-Reverse Stock Split basis).

On May 17, 2023, the Amended ProFrac Agreement Contract Consideration Convertible Notes Payable discussed in Note 9, “Debt and Convertible Notes Payable”, were converted on a pre-Reverse Stock Split basis, upon maturity, into 63,496,922 shares of common stock at a price of $0.8705 per share (10,582,821 shares of common stock on a post-Reverse Stock Split basis). 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.

Pre-Funded Warrants

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 permit ProFrac Holdings II, LLC to purchase on a pre-Reverse Stock Split basis 13,104,839 shares of common stock of the Company (2,184,140 shares of the Company’s common stock on a post-Reverse Stock Split basis) at an exercise price equal to $0.0001 per share, subject to a $4.5 million exercise fee.

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 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.

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.

For all periods presented in the table below, weighted average shares and earnings (loss) per share reflect the effects of the Reverse Stock Split. The calculation of the basic and diluted earnings (loss) per share for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands):

(1) These items were not included in the dilution calculation for the three and six months ended June 30, 2023 due to their anti-dilutive effect as it would reduce the loss per share.

Note 15 —Supplemental Cash Flow Information

Supplemental cash flow information is as follows (in thousands):

Note 16—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 (“Contract Shortfall Fees”).

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 2, 2023, the Company entered into an amendment to the ProFrac Agreement (the “Amended ProFrac Agreement No. 2”). 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 Contract Shortfall Fee 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 current measurement period for Contract Shortfall Fees is January 1, 2024 through December 31, 2024. The Company does not expect that the minimum purchase requirements will be met during the current measurement period, and as a result, the revenues forsix months ended June 30, 2024 reflect variable consideration for Contract Shortfall Fees of $17.1 million, which will be due in the first quarter of 2025 under the terms of the ProFrac Agreement. The measurement period for 2023 was June 1, 2023 through December 31, 2023. Revenues for the six months ended June 30, 2023 included $2.0 million of Contract Shortfall Fees.

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 on a pre-Reverse Stock Split basis, upon maturity, into 12,683,280 February 2023 Warrants (see Note 9, “Debt and Convertible Notes Payable” and Note 13, “Stockholders’ Equity”) and subsequently exercised on September 6, 2023.

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 $1.0 million, were converted on a pre-Reverse Stock Split basis, upon maturity, into 12,683,281 February 2023 Warrants and subsequently exercised on September 6, 2023 (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 were converted on a pre-Reverse Stock Split basis, 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”). As a result of the Reverse Stock Split, these shares were converted into 10,582,821 common shares.

During the three months ended June 30, 2024 and 2023, the Company’s revenues from ProFrac Services, LLC were $28.0 million and $32.8 million, respectively. For the three months ended June 30, 2024 and 2023, these revenues were net of amortization of contract assetsof $1.5 million and$1.1 million, respectively. Cost of sales attributable to these revenues were$19.5 million and $30.2 million, respectively, for the three months ended June 30, 2024 and 2023. During the six months ended June 30, 2024 and 2023, the Company’s revenues from ProFrac Services, LLC were $55.2 million and$69.1 million, respectively. For thesix months ended June 30, 2024 and 2023, these revenues were net of amortization of contract assetsof $2.7 million and$2.4 million, respectively. Cost of sales attributable to these revenues were$38.1 million and $65.1 million, respectively, for thesix months ended June 30, 2024 and 2023.

As of June 30, 2024 and December 31, 2023 our accounts receivable from ProFrac Services, LLC was$40.0 million and$34.6 million, respectively, which is recorded in accounts receivable, related party on the consolidated balance sheet. During thesix months ended June 30, 2024, the Company collected variable consideration of $20.1 million related to the 2023 Contract Shortfall Fees, which were included in accounts receivable, related party as of December 31, 2023.

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.

Summarized financial information of the reportable segments is as follows (in thousands):

Assets of the Company by reportable segments are as follows (in thousands):

Geographic Information

Revenue by country is based on the location where services are provided and products are sold. For the six months ended June 30, 2024 and 2023 no individual countries other than the U.S. accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands):

(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):

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):

Note 18 —Subsequent Event

The Company has evaluated the effects of events that have occurred subsequent to June 30, 2024 through August 8, 2024, the date at which the Company’s interim financial statements are available to be issued, and has determined that the following subsequent event required disclosure:

Entry into material definitive agreement

Effective August 5, 2024, the Company entered into a second amendment to the ABL (the “Second Amendment”). Among other matters, the Second Amendment amends the ABL as follows: (i) the total commitment of the loan is increased to $20,000,000, (ii) the stated maturity date is extended for an additional 12 months, (iii) the applicable margin is decreased by 0.50%, and (iv) various modifications are made to the borrowing base and criteria for eligible receivables and eligible pledged real estate.

The following discussion should be read in conjunction with the 2023 Annual Report 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 2023 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 customers needs for both domestic and international energy markets.

The Company has two operating segments, CT and 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 improving return on invested capital, lowering operational costs, and providing tangible environmental benefits. 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 their 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, with whom we have a long-term supply agreement, as well as 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.

ProFrac Supply Agreement

On February 2, 2022, the Company entered into the Initial ProFrac Agreement, which was subsequently amended on May 17, 2022 and February 1, 2023 (collectively, the “ProFrac Agreement”).

The ProFrac Agreement contains minimum requirements for chemistry purchases. If the minimum volumes are not achieved within the applicable measurement period, ProFrac Services, LLC is required to 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 the measurement period (“Contract Shortfall Fees”). The measurement period for Contract Shortfall Fees during 2023 was June 1, 2023 through December 31, 2023. Revenues for both the three and six months ended June 30, 2023 reflect Contract Shortfall Fees of $2.0 million. The current measurement period for Contract Shortfall Fees is January 1, 2024 through December 31, 2024. The Company does not expect that the minimum purchase requirements will be met during the current measurement period, and as a result, revenues for the three and six months ended June 30, 2024 reflect Contract Shortfall Fees of $8.4 million and $17.1 million, respectively.

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, allowing for the use of significantly lower cost field gas instead of diesel to generate power, lower emissions and protect equipment, 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 customer’s 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.

During the second quarter of 2024, the Environmental Protection Agency (“EPA”) designated the Company’s JP3 measurement system as an approved measurement technology with respect to recently enacted flare regulations. The optical measurement system, designed for precise measurement of net heating values in flare gases, is the first to be approved as an alternative method under the new NPS OOOOb regulations. The Company believes that this approval could facilitate opportunities to access this new application as a source of future growth.

Research & Innovation

R&I supports both business segments through green chemistry formulation, specialty chemical formulations and 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 business 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. For the three months ended June 30, 2024 and 2023, the Company incurred $0.5 million and $0.9 million, respectively, of research and development expense. For the six months ended June 30, 2024 and 2023, the Company incurred $0.9 million and $1.5 million, respectively, of research and development expense. The Company expects that its 2024 research and development investment will continue to support new product development, especially in support of enhanced environmental demands and conventional customization initiatives for its clients.

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

The demand for oil and gas and related services fluctuates due to numerous factors including the supply of oil and gas, weather and macroeconomic and geopolitical conditions. Despite the near-term volatility in commodity pricing, leading to the recent weakness in onshore drilling and completion activity, particularly in basins that are weighted toward natural gas production, fundamentals for energy related services remain strong. The overall expansion of the global economy should continue to create substantial demand for all forms of energy which will increase service intensity. 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 companies operating in oil-weighted basins to maintain or increase activity while companies operating in gas-weighted basins are expected to maintain or decrease activity over the next 12 months. In general, we expect the major exploration and production companies to maintain activity levels over the next 12 months.

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 field gas for diesel substitution rate providing significant cost savings while lowering emissions, reducing fuel consumption/costs, and protecting the equipment from damage.

Supply Chain

The principal supply issues facing our industry for the next twelve months are expected to include:

•Fluctuating freight costs for shipping to our customers;

•Availability of raw materials;

•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 security of delivery for sea-freight could impact sales of North American manufactured goods being delivered internationally for the foreseeable future. The overall flow of materials globally could experience price increases. Military conflicts in the Middle East could also result in supply disruption and cost increases.

Consolidated Results of Operations (in thousands)

Consolidated revenue for the three months ended June 30, 2024 decreased $4.4 million, or 9%, versus the same period of 2023, driven by lower related party activity under the ProFrac Agreement, partially offset by accrued Contract Shortfall Fees of $8.4 million and increased revenue from external customers. Related party revenues in the CT segment are net of $1.5 million and $1.1 million of contract assets amortization for the three months ended June 30, 2024 and 2023, respectively.

Consolidated revenue for the six months ended June 30, 2024 decreased $12.1 million, or 12%, versus the same period of 2023, driven by lower related party activity under the ProFrac Agreement, partially offset by accrued Contract Shortfall Fees of $17.1 million and increased revenue from external customers. Related party revenues in the CT segment are net of $2.7 million and $2.4 million of contract assets amortization for the six months ended June 30, 2024 and 2023, respectively.

Consolidated cost of sales for the three and six months ended June 30, 2024 decreased $9.7 million, or 21%, and decreased $24.3 million, or 26%, versus the respective periods of 2023, primarily due to decreased product sales and lower freight costs, partially offset by increased tank rental and maintenance costs. Consolidated cost of sales percentage improved to 80% for the three months ended June 30, 2024 from 92% in the same period of 2023 and improved to 79% for the six months ended June 30, 2024 from 94% in the same period of 2023 as a result of higher accrued Contract Shortfall Fees during the 2024 periods, which have no associated costs, and cost management initiatives.

SG&A expenses for the three months ended June 30, 2024 decreased $2.1 million, or 25%, versus the same period of 2023. SG&A expenses for the six months ended June 30, 2024 decreased $2.5 million, or 16.6%, versus the same period of 2023. The decreases relate primarily to decreased professional fees and salaries partially offset by increased stock compensation expense.

Severance costs during the second quarter of 2023 included a $2.3 million credit associated with the settlement of a lawsuit and the reversal of the related accrual.

Research and development (“R&D”) costs for the three and six months ended June 30, 2024 decreased $0.4 million, or 44%, and $0.6 million, or 40%, respectively, versus the same periods of 2023 due to lower personnel costs driven by headcount optimization and reduced development costs.

Income from operations increased $1.6 million for the three months ended June 30, 2024, versus the same period in 2023. The increase is primarily driven by a $5.3 million increase in gross profit and $2.1 million decrease in SG&A expenses for the three months ended June 30, 2024 as compared to the same period of 2023. These improvements were offset by the gain in fair value of the Contract Consideration Convertible Notes Payable of $3.9 million and a $2.3 million expense reversal in severance costs for the three months ended June 30, 2023 with no corresponding activities in the same period of 2024. Income from operations decreased $14.9 million for the six months ended June 30, 2024, versus the same period in 2023. The decrease is primarily driven by the gain in fair value of the Contract Consideration Convertible Notes Payable of $30.0 million for the six months ended June 30, 2023 with no corresponding fair value change in the same period of 2024. This gain was partially offset by a $12.2 million increase in gross profit and a $2.5 million decrease in SG&A expenses during the six months ended June 30, 2023 as compared to the same period of 2023.

Interest and other expense for the three months ended June 30, 2024 decreased $0.5 million, or 66%, driven by decreases in interest related primarily to the Contract Consideration Convertible Notes Payable, which matured and converted in 2023. Interest and other expense for the six months ended June 30, 2024 increased $2.7 million driven by the $4.5 million gain for the six months ended June 30, 2023 related to the partial forgiveness of the Flotek PPP loan with no corresponding activity in 2024. The increase was partially offset by a $1.4 million decrease in interest payments, which related primarily to the Contract Consideration Convertible Notes Payable, which matured and converted in 2023.

The Company’s income tax expense for the six months ended June 30, 2024 and 2023 was minimal.

Results by Segment (in thousands):

Chemistry Technologies Results of Operations:

CT revenue from external customers for the three months ended June 30, 2024 increased $0.9 million, or 6%, compared to the same period of 2023 driven primarily by domestic activity partially offset by decreased international activity. Revenue from related party for the three months ended June 30, 2024 decreased $4.9 million, or 14.9%, compared to the same period of 2023 primarily driven by decreased activity partially offset by increased accrued Contract Shortfall Fees.

CT revenue from external customers for the six months ended June 30, 2024 increased $3.4 million, or 14%, compared to the same period of 2023 driven primarily by domestic activity partially offset by decreased international activity. Revenue from related party for the six months ended June 30, 2024 decreased $14.1 million, or 21%, compared to the same period of 2023 primarily driven by decreased activity partially offset by increased accrued Contract Shortfall Fees.

Income from operations for the CT segment for the three months ended June 30, 2024 increased $2.4 million compared to the same period of 2023. The increase is primarily due to increased gross profit of $5.9 million, which was related to accrued Contract Shortfall Fees and cost management initiatives. The increase was partially offset due to the gain in fair value of the Contract Consideration Convertible Notes Payable of $3.9 million for the three months ended June 30, 2023 with no corresponding valuation changes in the same period of 2024 and a reversal of severance expense related to a legal settlement during the second quarter of 2023.

Income from operations for the CT segment for the six months ended June 30, 2024 decreased $14.9 million compared to the same period of 2023. The decrease is primarily due 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 with no corresponding valuation changes in the same period of 2024. The decrease was partially offset by increased gross profit of $13.9 million, which was related to accrued Contract Shortfall Fees and cost management initiatives.

Data Analytics Results of Operations:

DA revenue from external customers for the three months ended June 30, 2024 decreased $0.5 million, or 22%, compared to the same period of 2023 primarily due to reduced unit sales. Revenue from related party for the three months ended June 30, 2024 was $0.2 million relating to services provided to ProFrac compared to $0.2 million for the same period in 2023. DA revenue from external customers for the six months ended June 30, 2024 decreased $1.5 million, or 30%, compared to the same period of 2023 primarily due to reduced unit sales. Revenue from related party for the six months ended June 30, 2024 was $0.4 million relating to services provided to ProFrac compared to $0.2 million for the same period in 2023.

Income from operations for the DA segment for the three months ended June 30, 2024 decreased $0.5 million compared to the same period for 2023 primarily driven by decreased activity. Income from operations for the DA segment for the six months ended June 30, 2024 decreased $1.4 million compared to the same period for 2023 primarily driven by decreased activity.

Corporate and Other Results of Operations:

Loss from operations for the three months ended June 30, 2024 increased $0.3 million, or 10%, compared to the same period of 2023 attributable to increased personnel costs, including severance costs. Loss from operations for the six months ended June 30, 2024 decreased $1.4 million, or 17%, compared to the same period of 2023 attributable to decreased professional fees.

Capital Resources and Liquidity

Overview

The Company’s capital requirements relate to the acquisition and maintenance of equipment and funding working capital requirements. During the six months ended June 30, 2024, the Company funded working capital requirements with cash on hand and borrowings under the ABL (as amended effective August 5, 2024, defined below).

As of June 30, 2024, the Company had unrestricted cash and cash equivalents of $4.8 million compared to $5.9 million on December 31, 2023. In addition, at August 5,2024, the Company had approximately $11.0 million in available borrowings under its amended ABL. During the six months ended June 30, 2024, the Company had $4.3 million of operating income, $0.8 million of cash provided by operating activities, $0.2 million of cash used in investing activities and $1.8 million of cash used in financing activities.

Asset Based Loan

On August 14, 2023, the Company entered into a 24-month revolving loan and security agreement in connection with an Asset Based Loan (the “ABL”). The ABL provides up to $13.8 million of credit availability, which is limited by a borrowing base consisting of (i) 85% of eligible accounts receivable, plus (ii) 60% of the value of eligible inventory not to exceed 100% of the eligible accounts receivable, plus (iii) 50% of the value of certain real estate holdings.

As of June 30, 2024, the Company had $5.8 million outstanding under the ABL. During the six months ended June 30, 2024, the Company incurred $0.4 million in interest and fees related to the ABL. As of June 30, 2024, the Company recorded $0.2 million of amortized deferred financing costs related to the ABL.

Effective August 5, 2024, the Company entered into a second amendment to the ABL (the “Second Amendment”). Among other matters, the Second Amendment amends the ABL as follows: (i) the total commitment of the loan is increased to $20,000,000, (ii) the stated maturity date is extended for an additional 12 months to August 2026, (iii) the applicable margin is decreased by 0.50%, and (iv) various modifications are made to the borrowing base and criteria for eligible receivables and eligible pledged real estate, including increasing the borrowing base calculation to include 60% of the value of certain real estate holdings.

Borrowings under the ABL bear interest at the Wall Street Journal Prime Rate (subject to a floor of 5.50%) plus 2.5% (2.0% effective August 5, 2024) per annum. The interest rate under the ABL was 11.0% as of June 30, 2024. The ABL contains an annual commitment fee equal to 1.0% of the ABL’s borrowing base. Additionally, the Company will be assessed a non-usage fee of 0.25% per quarter based on the difference between the average daily outstanding balance and the borrowing base limit of the ABL. If the ABL is terminated prior to the end of its 24-month term, the Company is required to pay an early termination fee of 2.50% of the borrowing base limit of the ABL (if terminated with more than 12 months remaining until the maturity date) or 1.50% of the borrowing base limit of the ABL (if terminated with less than 12 months remaining until the maturity date).

The ABL contains customary representations, warranties, covenants and events of default, the occurrence of which would permit the lender to accelerate the payment of any amounts borrowed. The ABL requires the Company to maintain a minimum Tangible Net Worth (as defined in the ABL) of not less than $11 million. In addition, the ABL provides the lender a blanket security interest on all or substantially all of the Company’s assets. The Company was in compliance with all of the covenants under the ABL as of June 30, 2024.

Sources and Uses of Liquidity

These unaudited condensed 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.

The Company currently funds its operations with cash on hand, availability under the ABL (see Note 9, “Debt and Convertible Notes Payable” in Part I, Item 1 of this Quarterly Report) and other liquid assets. Effective August 5, 2024, the loan commitment under the ABL was increased from $13.8 million to $20.0 million. The Company recognized $9.2 million and $2.0 million of gross profit and net income, respectively, during the three months ended June 30, 2024 and recognized $18.0 million and $3.5 million of gross profit and net income, respectively, during the six months ended June 30, 2024. Further, the Company recognized net cash provided by operating activities of $0.8 million during the six months ended June 30, 2024. While we believe that our cash, liquid assets, and availability under the recently increased ABL will provide us with sufficient financial resources to fund operations to meet our capital requirements and anticipated obligations as they become due, uncertainty surrounding the long-term stability and strength of the oil and gas markets, and the resulting potential impact on our customers’ ability to pay their obligations to us in a timely manner, could have a negative impact on our liquidity. The availability of capital is dependent on the Company’s operating cash flow, which is currently expected to be principally derived from the ProFrac Agreement (see Note 16, “Related Party Transactions” in Part I, Item 1 of this Quarterly Report). Related party revenues for the three and six months ended June 30, 2024 included Contract Shortfall Fees of $8.4 million and $17.1 million, respectively (see Note 16, “Related Party Transactions” in Part I, Item 1 of this Quarterly Report). Related party receivables as of June 30, 2024 included accrued Contract Shortfall Fees of $17.1 million, which will be due in the first quarter of 2025 under the terms of the ProFrac Agreement.

Based upon our outlook for future cash flows from operations, which includes the collection of the Contract Shortfall Fees in the first quarter of 2025, combined with cash on hand and availability under the ABL, the Company believes it has sufficient financial resources to fund operations and meet its capital requirements and anticipated obligations as they become due in the next twelve months. The Company cannot guarantee a sufficient level of cash flows in the future, the unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

Cash Flows

Consolidated cash flows by type of activity are noted below (in thousands):

Operating Activities

Net cash provided by operating activities was $0.8 million during the six months ended June 30, 2024 compared to net cash used in operating activities of $2.2 million for the same period of 2023. Consolidated net income for the six months ended June 30, 2024 was $3.5 million compared to net income of $21.3 million for the six months ended June 30, 2023.

During the six months ended June 30, 2024, non-cash adjustments to net income totaled $5.9 million as compared to $28.4 million for the same period of 2023.

•For the six months ended June 30, 2024 non-cash adjustments included non-cash positive adjustments of $0.6 million of stock compensation expense, $2.7 million amortization of contract assets and $1.2 million non-cash lease expense.

•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 related to the partial forgiveness of the PPP loan, partially offset by $2.3 million paid-in-kind interest expense and non-cash negative adjustments of $0.8 million of stock compensation expense.

During the six months ended June 30, 2024, changes in working capital used $8.6 million of cash as compared to $4.8 million for the same period of 2023.

•For the six months ended June 30, 2024, changes in working capital resulted primarily from an increase in related party accounts receivable of $5.5 million, an increase third party accounts receivable of $0.3 million and net inventories of $0.2 million along with decreased accrued liabilities and operating lease liabilities of $2.8 million and $1.5 million, respectively, partially offset by increases in accounts payable of $0.1 million, and other assets of $0.7 million.

•For the six months ended June 30, 2023, changes in working capital resulted primarily from an increase in accounts receivable and accounts payable of $2.2 million and $12 million, respectively, partially offset by a decrease in accrued liabilities of $3.5 million and a decrease in operating lease liabilities of $1.9 million.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 and 2023 was $0.2 million and $0.3 million, respectively, driven by capital expenditures in both periods.

Financing Activities

Net cash used in financing activities for the six months ended June 30, 2024 was $1.8 million and relates primarily to $1.7 million in net payments on the ABL, payments to tax authorities for shares withheld from employees and payments for finance leases, partially offset by proceeds from the issuance of stock. Net cash used in financing activities was $0.9 million for the six months ended June 30, 2023, and relates primarily to payments for forfeited options, payments to tax authorities for shares withheld from employees and payments on finance leases, partially offset by proceeds from stock issuances.

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 2023 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 2023 Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements.