ProFrac Holding Corp.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
ACDC$3.01+10.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0000950170-25-104997
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001193125-25-274194
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 101 current paragraphs.
50 unchanged; 39 reworded; 11 added; 1 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
In August 2025, we issued 20.6 million shares of Class A common stock, par value $0.01 per share at an offering price of $4.00 per share. The issuance of these shares generated net proceeds of $79.0 million, after deducting underwriter discounts and commissions and offering costs. The Wilks Parties bought 5.0 million shares of these Class A common stock, generating $20.0 million of gross proceeds. We intend to use the net proceeds from this offering to repay borrowings outstanding under our 2022 ABL Credit Facility, for working capital and for other general corporate purposes.
Current report
In June 2025, we entered into a purchase agreement whereby, subject to satisfying customary closing conditions, we agreed to issue and sell an additional $40.0 million aggregate principal amount of 2029 Senior Notes to the 2029 Senior Notes Purchasers on December 15, 2025. If we issue 2029 Senior Notes in December 2025, we plan to use the net proceeds therefrom to fund capital expenditures with any remaining proceeds used for general corporate purposes. At our option, we may cancel this issuance, and there can be no assurance that we will issue the additional 2029 Senior Notes.
Current report
Beginning in April 2025, many of our customers began reducing their activity levels as a result of a depressed commodity price environment, and our results of operations and operating cash flows correspondingly began to decline. The third quarter results reflected continued challenging market conditions, with improvement mid-period giving way to an unexpected decline in conditions toward quarter-end. To ensure that we have sufficient near-term liquidity during a prolonged depressed commodity environment, we have executed the following initiatives to optimize the cost structure of the business with a focus on operational efficiency:
Current report
increased liquidity by issuance of common stock in August 2025, which generated net proceeds of $79.0 million;
Current report
increased liquidity by selling an intercompany note receivable from Flotek in November 2025 to PC Energy Credit I LLC, an affiliate of the Wilks Parties and a related party to the Company, generating net proceeds of approximately $40.0 million, which amounted to the entire principal amount of the note, plus accrued and unpaid interest;
Current report
pursuing capital in the form of incremental debt targeting up to $40.0 million;
Current report
reduced our direct and indirect labor costs;
Current report
reduced our selling, general and administrative expenses by reducing headcount and eliminating certain non-labor related costs; and
Current report
identified areas to enhance operating efficiencies to reduce operating expenses and to reduce capital expenditures.
Current report
Additionally, the Company also is actively pursuing other sources of capital in the form of non-collateralized asset sales.
Current report
If these actions are successful, we believe our cost structure and liquidity will be better positioned for the long term and we believe that our sources of liquidity and our cash provided by operations will be sufficient to fund our capital expenditures, satisfy our obligations, and remain in compliance with our existing debt covenants for at least the next 12 months. However, there is no assurance that we can complete all of these actions or that these actions, if completed, will result in the cost savings or liquidity enhancements that we expect. If that is the case, then we will need to identify additional liquidity enhancements, which may include selling assets or seeking additional sources of capital. There can be no assurance that any such additional liquidity enhancements will be available, or if available, that they will be on terms acceptable to us or our stakeholders.
Removed paragraphs (1)
Previous report
On July 4, 2025, the OBBBA was signed into law. The OBBBA contains, among other provisions, certain changes to U.S. federal income tax laws. The accounting for changes in tax rates and tax law are required to be recognized in the period in which the legislation is enacted. As such, we will continue to evaluate this legislation and will record any related adjustments in the third quarter of 2025.
Reworded paragraphs (39)
Previous wording
Total revenue for the three and six months ended June 30, 2025 was $501.9 million and $1,102.2 million, respectively, which represented decreases of $77.5 million and $58.7 million from the same periods in 2024.
Current wording
Total revenue for the three and nine months ended September 30, 2025 was $403.1 million and $1,505.3 million, respectively, which represented decreases of $172.2 million and $230.9 million from the same periods in 2024.
Previous wording
Net loss attributable to ProFrac Holding Corp. for the three and six months ended June 30, 2025 was $105.9 million and $123.4 million, respectively, which represented increases in net loss of $39.2 million and $58.5 million from the same periods in 2024. The net losses in 2024 included a pretax goodwill impairment charge of $67.7 million.
Current wording
Net loss attributable to ProFrac Holding Corp. for the three and nine months ended September 30, 2025 was $100.9 million and $226.4 million, respectively, which represented increases in net loss of $55.7 million and $116.3 million from the same periods in 2024. The net losses for the three and nine months ended September 30, 2024 included pretax goodwill impairment charges of $6.8 million and $74.5 million, respectively.
Previous wording
Cash provided by operating activities for the six months ended June 30, 2025, was $139.1 million, a decrease of $53.5 million from the same period in 2024.
Current wording
Cash provided by operating activities for the nine months ended September 30, 2025, was $140.0 million, a decrease of $150.8 million from the same period in 2024.
Previous wording
Total principal amount of long-term debt was $1,110.0 million at June 30, 2025, a decrease of $28.9 million from December 31, 2024.
Current wording
Total principal amount of long-term debt was $1,094.0 million at September 30, 2025, a decrease of $44.9 million from December 31, 2024.
Previous wording
In June 2025, we entered into a purchase agreement with Beal Bank USA and Wilks Brothers, LLC, which is a Wilks Party, whereby we have agreed to issue and sell $60.0 million aggregate principal amount of Senior Secured Floating Rate Notes due 2029 in a private placement. An aggregate of $20.0 million of new notes was purchased by Wilks Brothers, LLC on June 30, 2025. An additional $20.0 million aggregate principal amount of new notes will be purchased by Wilks Brothers, LLC and Beal Bank, USA on September 30, 2025, and an additional $20.0 million aggregate principal amount of new notes will be purchased by Beal Bank, USA on December 15, 2025. ProFrac Holdings II, LLC has the option to defer the September 30, 2025 issuance to December 15, 2025 or to cancel such additional issuances. Such additional issuances are subject to certain customary closing conditions. The net proceeds from the issuance of the new notes will be used to fund capital expenditures with any remaining proceeds used for general corporate purposes.
Current wording
In June 2025, we entered into a purchase agreement with Beal Bank USA and Wilks Brothers, LLC (collectively, the “2029 Senior Notes Purchasers”), which is a Wilks Party, whereby we have agreed to issue and sell $60.0 million aggregate principal amount of Senior Secured Floating Rate Notes due 2029 (the “2029 Senior Notes”) in a private placement. An aggregate of $20.0 million of 2029 Senior Notes was purchased by Wilks Brothers, LLC on June 30, 2025. An additional $10.0 million and $30.0 million aggregate principal amount of 2029 Senior Notes will be purchased by Wilks Brothers, LLC and Beal Bank, USA, respectively, on December 15, 2025, unless we exercise our option to cancel this issuance. Such additional issuances are subject to certain customary closing conditions, including the requirement that we deliver a certificate to the 2029 Senior Notes Purchasers that we are solvent (meaning that the fair market value of our assets exceeds our total liabilities and that we can pay our total liabilities, including contingent liabilities, as they mature). If we issue 2029 Senior Notes in December 2025, we will use the net proceeds therefrom to fund capital expenditures with any remaining proceeds used for general corporate purposes. See “-Liquidity and Capital Resources – Sources of Liquidity” for more information.
Previous wording
In June 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on June 30, 2025, September 30, 2025 and December 31, 2025 were reduced from $15.0 million to $5.0 million and we will pay an exit fee of $3.4 million when the term loan is repaid. Additionally, the Alpine 2023 Term Loan contained a covenant commencing with the fiscal quarter ending March 31, 2026, requiring Alpine not to exceed a maximum
Current wording
In June 2025, we amended the Alpine 2023 Term Loan. Under the terms of the amendment, the amortization payments required to be made on June 30, 2025, September 30, 2025 and December 31, 2025 were reduced from $15.0 million to $5.0 million and we will pay an exit fee of $3.4 million when the term loan is repaid. Additionally, the Alpine 2023 Term Loan contained a covenant commencing with the fiscal quarter ending March 31, 2026, 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 covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2027.
Previous wording
Our business depends on the willingness of E&P companies to make expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of E&P companies to undertake these activities is predominantly influenced by current and expected future prices for oil and natural gas. Beginning in April 2025, oil and natural gas commodity prices decreased from their respective averages in the first quarter of 2025 with increased volatility.
Current wording
Our business depends on the willingness of E&P companies to make expenditures to explore for, develop, and produce oil and natural gas in the United States. The willingness of E&P companies to undertake these activities is predominantly influenced by current and expected future prices for oil and natural gas. Beginning in April 2025, oil commodity prices decreased from their near-term average through the first quarter of 2025 with increased volatility. As a result, many of our customers began reducing their activity levels and our results of operations and operating cash flows correspondingly declined compared to the same periods in 2024. The third quarter results reflected continued challenging market conditions, with improvement mid-period giving way to an unexpected decline in conditions toward quarter-end. As described below, we are taking or have taken a number of actions to improve our liquidity. We currently expect our results of operations in the fourth quarter to increase relative to the third quarter. We remain focused on financial and operational discipline and optimizing our asset base, and are executing initiatives that are designed to enhance the resiliency of the platform. While we have limited visibility for future demand for our products and services, we are encouraged by customer engagement around 2026 planning.
Previous wording
Stimulation Services. Stimulation Services revenues for the three and six months ended June 30, 2025 decreased $73.6 million and $66.4 million, or 15% and 6%, respectively, from the same periods in 2024. The decreases were primarily due to a decrease in average active fleets and lower average pricing for our services in the second quarter of 2025 compared to the same period in 2024.
Current wording
Stimulation Services. Stimulation Services revenues for the three and nine months ended September 30, 2025 decreased $164.2 million and $230.6 million, or 32% and 15%, respectively, from the same periods in 2024. The decreases were primarily due to a decrease in average active fleets and lower average pricing for our services in the second and third quarters of 2025 compared to the same periods in 2024.
Previous wording
Proppant Production. Proppant Production revenues for the three and six months ended June 30, 2025 increased $8.0 million and decreased $2.4 million, or 12% and 2%, respectively, from the same periods in 2024. The increase in the second quarter was primarily due to higher average pricing for our proppant in the second quarter of 2025 compared to the same period last year, which was due to a shift in intercompany sales mix from mine-gate pricing to wellsite pricing in the second quarter of 2025. The decrease for the first six months of 2025 was due to lower average pricing for our proppant in the first quarter of 2025 compared to the same period last year.
Current wording
Proppant Production. Proppant Production revenues for the three and nine months ended September 30, 2025 increased $23.6 million and $21.2 million, or 45% and 11%, respectively, from the same periods in 2024. These increases were primarily due to higher average pricing for our proppant in 2025 compared to the same periods last year, which was due to a shift in intercompany sales mix from mine-gate pricing to wellsite pricing that began in the second quarter of 2025. Exclusive of this mix shift, revenues also increased due to higher sales volumes in 2025.
Previous wording
Revenue recognized for the amortization of acquired off-market contracts for the three and six months ended June 30, 2025 were $1.9 million and $7.6 million, respectively, compared to $10.9 million and $27.4 million in the same periods in 2024. Refer to Item 8 "Financial Statements and Supplementary Data" in our Annual Report for information about our acquired contract liabilities. During the three and six months ended June 30, 2025, approximately 58% and 48%, respectively, of the Proppant Production segment's revenues were intercompany, compared with 23% and 27% in the same periods in 2024.
Current wording
Additionally, revenue recognized for the amortization of acquired off-market contracts for the three and nine months ended September 30, 2025 were zero and $7.6 million, respectively, compared to $8.9 million and $36.1 million in the same periods in 2024. Refer to Item 8 "Financial Statements and Supplementary Data" in our Annual Report for information about our acquired contract liabilities. During the three and nine months ended September 30, 2025, approximately 73% and 57%, respectively, of the Proppant Production segment's revenues were intercompany, compared with 24% and 26% in the same periods in 2024.
Previous wording
Manufacturing. Manufacturing revenues for the three and six months ended June 30, 2025 decreased by $0.1 million and increased $22.2 million, or 0% and 22% respectively from the same periods in 2024. The decrease in the second quarter was due to decreased intercompany demand for manufacturing products in the second quarter of 2025. The increase for the first six months of 2025 was due to increased intercompany demand for manufacturing products in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed revenue starting in April 2024 and June 2024, respectively. During the three and six months ended June 30, 2025, approximately 78% and 83%, respectively, of the Manufacturing segment's revenues were intercompany, compared with 74% and 76% in the same periods in 2024.
Current wording
Manufacturing. Manufacturing revenues for the three months ended September 30, 2025 decreased by $13.4 million, or 22%, from the same period last year. The decrease in the third quarter was due to decreased intercompany demand for manufacturing products in the third quarter of 2025. Manufacturing revenues for the nine months ended September 30, 2025 increased by $8.8 million, or 5%, from the same period last year. The increase for the first nine months of 2025 was due to increased intercompany demand for manufacturing products in the first quarter of 2025, which was partially offset by decreased demand in the second and third quarters of 2025. Additionally, the acquisition of BPC and NRG contributed revenue starting in April 2024 and June 2024, respectively. During the three and nine months ended September 30, 2025, approximately 82% and 82%, respectively, of the Manufacturing segment's revenues were intercompany, compared with 80% and 77% in the same periods in 2024.
Previous wording
Other. Other revenues for the three and six months ended June 30, 2025 increased by $17.4 million and $37.9 million from the same periods in 2024. This increase was primarily due to increased revenue for Flotek. Flotek recorded contract shortfall revenue of $7.7 million and $8.4 million for the three months ended June 30, 2025 and 2024, respectively, and $15.2 million and 17.1 million for the six months ended June 30, 2025 and 2024, respectively, related to contract shortfalls with the Stimulation Services segment. During the three and six months ended June 30, 2025, approximately 61% and 61%, respectively, of other revenues were intercompany, compared with 62% and 65% in the same periods in 2024.
Current wording
Other. Other revenues for the three and nine months ended September 30, 2025 increased by $9.5 million and $47.4 million, or 19% and 34%, respectively, from the same periods in 2024. These increases were primarily due to increased third-party revenue for Flotek and intercompany revenue for Livewire, which began operations in October 2024. Flotek recorded contract shortfall revenue of $8.7 million and $6.7 million for the three months ended September 30, 2025 and 2024, respectively, and $23.9 million and $23.8 million for the nine months ended September 30, 2025 and 2024, respectively, related to contract shortfalls with the Stimulation Services segment. During the three and nine months ended September 30, 2025, approximately 62% and 61%, respectively, of other revenues were intercompany, compared with 68% and 66% in the same periods in 2024.
Previous wording
Stimulation Services. Stimulation Services cost of revenues for the three and six months ended June 30, 2025 decreased by $17.5 million and increased $7.5 million, or 5% and 1%, respectively, from the same periods in 2024. The decrease in the second quarter was primarily due to a decrease in average active fleets in the second quarter of 2025 compared to the same period last year. The second quarter decrease was offset by an increase in average active fleets in the first quarter of 2025 compared to the same period last year. Cost of revenues for this segment included intercompany supply commitment charges of $7.7 million and $8.7 million for the three months ended June 30, 2025 and 2024, respectively, and $15.2 million and $17.1 million for the six months ended June 30, 2025 and 2024, respectively, because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.
Current wording
Stimulation Services. Stimulation Services cost of revenues for the three and nine months ended September 30, 2025 decreased by $59.9 million and $52.4 million, or 17% and 5%, respectively, from the same periods in 2024. These decreases were primarily due to a decrease in average active fleets in the third quarter of 2025 compared to the same period last year. Cost of revenues for this segment included intercompany supply commitment charges of $8.7 million and $6.7 million for the three months ended September 30, 2025 and 2024, respectively, and $23.9 million and $23.8 million for the nine months ended September 30, 2025 and 2024, respectively, because the Stimulation Services segment did not purchase the minimum contractual commitment of chemistry products from Flotek.
Previous wording
Proppant Production. Proppant Production cost of revenues for the three and six months ended June 30, 2025 increased by $20.6 million and $21.7 million, or 56% and 27%, respectively, from the same periods in 2024. These increases were primarily due to increased costs to support the shift in intercompany sales mix from mine-gate pricing to wellsite pricing in the second quarter of 2025.
Current wording
Proppant Production. Proppant Production cost of revenues for the three and nine months ended September 30, 2025 increased by $32.8 million and $54.5 million, or 105% and 49%, respectively, from the same periods in 2024. These increases were primarily due to increased costs to support the shift in intercompany sales mix from mine-gate pricing to wellsite pricing, which began in the second quarter of 2025. Exclusive of this mix shift, costs of revenues also increased due to higher sales volumes in 2025.
Previous wording
Manufacturing. Manufacturing cost of revenues for the three and six months ended June 30, 2025 decreased by $5.4 million and increased by $16.1 million, or 11% or 19%, respectively, from the same periods in 2024. The decrease in the second quarter was due to decreased volumes of products sold to intercompany customers in the second quarter of 2025. The increase for the first six months of 2025 was due to increased volumes of products sold to intercompany customers in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed costs beginning in April 2024 and June 2024, respectively.
Current wording
Manufacturing. Manufacturing cost of revenues for the three and nine months ended September 30, 2025 decreased by $14.4 million and increased by $1.7 million, or 26% or 1%, respectively, from the same periods in 2024. The decrease in the third quarter was due to decreased volumes of products sold to intercompany customers in the third quarter of 2025. The increase for the first nine months of 2025 was due to increased volumes of products sold to intercompany customers in the first quarter of 2025. Additionally, the acquisition of BPC and NRG contributed costs beginning in April 2024 and June 2024, respectively.
Previous wording
Other. Other cost of revenues for the three and six months ended June 30, 2025 increased by $12.0 million and $27.5 million, or 33% and 40%, respectively, from the same periods in 2024. These increases were primarily due to increased product sales at Flotek.
Current wording
Other. Other cost of revenues for the three and nine months ended September 30, 2025 increased by $0.3 million and $27.8 million, or 1% and 25%, respectively, from the same periods in 2024. The increase for the first nine months of 2025 was primarily due to increased third-party product sales at Flotek and intercompany sales for Livewire, which began operations in October 2024.
Previous wording
Selling, general and administrative expenses for the three and six months ended June 30, 2025 decreased by $2.7 million and increased by $0.3 million, or 5% and 0% respectively, from the same periods in 2024. The decrease in the second quarter was partially due to lower labor costs resulting from cost control measures. The increase for the first six months of 2025 was further due to increased labor and facility costs related to our acquisitions of BPC, AST and NRG in the second quarter of 2024. Additionally, the changes for both periods were partially due to decreased stock-based compensation.
Current wording
Selling, general and administrative expenses for the three and nine months ended September 30, 2025 decreased by $8.9 million and $8.6 million, or 17% and 5% respectively, from the same periods in 2024. These decreases were primarily due to lower labor costs resulting from cost control measures and reduced incentive compensation expense. These decreases were partially offset by increased expense at Flotek. The decrease for the first nine months of 2025 was also partially offset by increased labor and facility costs related to our acquisitions of BPC, AST and NRG in the second quarter of 2024. Additionally, management fees of $3.5 million owed to Wilks Brothers, LLC was reclassified to stock-based compensation expense in the third quarter of 2025 as a result of an agreement to settle certain management fee payments by issuing common stock.
Previous wording
Depreciation, depletion, and amortization for the three and six months ended June 30, 2025 increased by $1.3 million and decreased by $5.5 million, respectively, from the same periods in 2024.
Current wording
Depreciation, depletion, and amortization for the three and nine months ended September 30, 2025 decreased by $9.7 million and $15.2 million, respectively, from the same periods in 2024.
Previous wording
Acquisition and integration costs primarily relate to professional fees, severance and other costs associated with our acquisition and integration activities. For the three and six months ended June 30, 2025, these costs were $0.1 million and $0.2 million, respectively, compared with $2.9 million and $3.1 million in the same periods in 2024.
Current wording
Acquisition and integration costs primarily relate to professional fees, severance and other costs associated with our acquisition and integration activities. For the three and nine months ended September 30, 2025, these costs were zero and $0.2 million, respectively, compared with $2.0 million and $5.1 million in the same periods in 2024.
Previous wording
The transaction costs for the three and six months ended June 30, 2025 represent legal and professional fees incurred for strategic initiatives.
Current wording
The transaction costs for the three and nine months ended September 30, 2025 represent legal and professional fees incurred for strategic initiatives.
Previous wording
Supply commitment charges for the three and six months ended June 30, 2024, represent charges related to contractual inventory purchase commitments to certain proppant suppliers.
Current wording
Supply commitment charges for the three and nine months ended September 30, 2024, represent charges related to contractual inventory purchase commitments to certain proppant suppliers.
Previous wording
Interest expense, net of interest income, for the three and six months ended June 30, 2025 was $35.1 million and $71.0 million, respectively, compared to $39.6 million and $77.2 million in the same periods in 2024. These decreases were due to lower average interest rates in 2025.
Current wording
Interest expense, net of interest income, for the three and nine months ended September 30, 2025 was $34.5 million and $105.5 million, respectively, compared to $40.6 million and $117.8 million in the same periods in 2024. These decreases were due to lower average interest rates in 2025 and lower average outstanding debt balances.
Previous wording
For the three and six months ended June 30, 2025, we recognized other expense, net of $9.7 million and $4.9 million, respectively, compared with a other expense, net of $0.5 million and other income, net of $1.3 million in the same periods in 2024. The net changes in these amounts were primarily due to the $10.5 million loss on disposal of EKU Power Drives in the second quarter of 2025, which was partially offset by a decrease in the fair value of our Munger make-whole provision in the first quarter of 2025.
Current wording
For the three and nine months ended September 30, 2025, we recognized other income, net of $0.7 million and other expense, net of $4.2 million, respectively, compared with other expense, net of $0.1 million and other income, net of $1.2 million in the same periods in 2024. The net change in the first nine months of 2025 was primarily due to the $10.5 million loss on disposal of EKU Power Drives in the second quarter of 2025, which was partially offset by a decrease in the fair value of our Munger make-whole provision in the first quarter of 2025.
Previous wording
Income taxes were an expense of $4.7 million and a benefit of $23.4 million for the six months ended June 30, 2025 and 2024, respectively. Our effective tax rate for the six months ended June 30, 2025 was 4.1%, compared with 27.2% in the same period in 2024.
Current wording
Income taxes were a benefit of $15.5 million and a benefit of $24.9 million for the nine months ended September 30, 2025 and 2024, respectively. Our effective tax rate for the nine months ended September 30, 2025 was 6.7%, compared with 19.0% in the same period in 2024.
Previous wording
For the six months ended June 30, 2025, our income tax provision included a discrete expense of approximately $4 million related to a book-tax difference on the sale of certain gas conditioning equipment to Flotek. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.
Current wording
For the nine months ended September 30, 2025, our income tax provision included a discrete benefit of approximately $12 million from a reduction in Flotek's valuation allowance. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to a permanent book-tax difference in the accounting for a sale-leaseback transaction with Flotek and changes in the valuation allowance on our net deferred tax assets. See "Note 8. Income Taxes" in the notes to our unaudited condensed consolidated financial statements for further discussion of the discrete tax item recorded during the period.
Previous wording
For the six months ended June 30, 2024, our income tax provision included a discrete benefit of $27.4 million related to the release of a portion of the valuation allowance on our net deferred tax assets. This discrete item was caused by the assumption of a $27.4 million deferred tax liability in our acquisition of AST, which made it more likely than not that we would be able to utilize a corresponding amount of our deferred tax assets. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.
Current wording
For the nine months ended September 30, 2024, our income tax provision included a discrete benefit of $25.6 million related to the release of a portion of the valuation allowance on our net deferred tax assets. This discrete item was caused by the assumption of a $25.6 million deferred tax liability in our acquisition of AST, which made it more likely than not that we would be able to utilize a corresponding amount of our deferred tax assets. Excluding this discrete item, the difference between our effective tax rate and the federal statutory rate related to changes in the valuation allowance on our net deferred tax assets.
Previous wording
Our primary sources of liquidity are cash flows from operations and availability under our revolving credit facility. Additionally, we have obtained commitments to purchase an additional $40.0 million of 2029 Senior Notes, at the Company's option, in the second half of 2025. While Flotek is included in our unaudited condensed consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See "Note 10. Variable Interest Entity" in the notes to our unaudited condensed consolidated financial statements for discussion of our ownership of Flotek.
Current wording
Historically, our primary sources of liquidity are cash flows from operations and availability under our revolving credit facility. While Flotek is included in our unaudited condensed consolidated financial statements, we do not have the ability to access or use Flotek’s cash or liquidity in our operations and, accordingly, have excluded Flotek’s cash and other sources of liquidity from the following discussion of our liquidity and capital resources. See "Note 11. Variable Interest Entity" in the notes to our unaudited condensed consolidated financial statements for discussion of our ownership of Flotek.
Previous wording
At June 30, 2025, we had $21.0 million of cash and cash equivalents, excluding Flotek, and $87.3 million available for borrowings under our revolving credit facility, which resulted in a total liquidity position of $108.3 million. Refer to our Annual Report for more information regarding our revolving credit facility.
Current wording
At September 30, 2025, we had $53.4 million of cash and cash equivalents, excluding Flotek, and $41.1 million available for borrowings under our revolving credit facility, which resulted in a total liquidity position of $94.5 million. Refer to our Annual Report for more information regarding our revolving credit facility.
Previous wording
We believe that our cash and cash equivalents, cash provided by operations, the availability under our revolving credit facility, and the commitments to purchase additional 2029 Senior Notes will be sufficient to fund our capital expenditures, satisfy our obligations, and remain in compliance with our existing debt covenants for at least the next 12 months. Alpine is closely monitoring its forthcoming debt covenant compliance obligation that commences in the fiscal quarter ending March 31, 2027. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. See “Note 4. Debt” in the notes to our unaudited condensed consolidated financial statements for more information about this forthcoming debt covenant.
Current wording
In addition, Alpine is closely monitoring its forthcoming debt covenant compliance obligation that commences in the fiscal quarter ending March 31, 2027. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant. See “Note 4. Debt” in the notes to our unaudited condensed consolidated financial statements for more information about this forthcoming debt covenant.
Previous wording
Operating Activities. Net cash provided by operating activities was $139.1 million and $192.6 million for the six months ended June 30, 2025 and 2024, respectively. Cash flows from operating activities consist of net income or loss adjusted for non-cash items and changes in net working capital. Net income or loss adjusted for non-cash items for the six months ended June 30, 2025 resulted in a cash increase of $120.5 million compared with a cash increase of $175.6 million in the same period of 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the six months ended June 30, 2025 resulted in a cash increase of $18.6 million compared with a cash increase of $17.0 million in the same period in 2024. The cash increase in 2025 was primarily due to our increased accounts payable balance, which was partially offset by a decrease in cash due to our increased accounts receivable balance.
Current wording
Operating Activities. Net cash provided by operating activities was $140.0 million and $290.8 million for the nine months ended September 30, 2025 and 2024, respectively. Cash flows from operating activities consist of net income or loss adjusted for non-cash items and changes in net working capital. Net income or loss adjusted for non-cash items for the nine months ended September 30, 2025 resulted in a cash increase of $124.5 million compared with a cash increase of $255.6 million in the same period of 2024. This change was primarily due to lower earnings in 2025. Changes in net working capital for the nine months ended September 30, 2025 resulted in a cash increase of $15.5 million compared with a cash increase of $35.2 million in the same period in 2024.
Previous wording
Investing Activities. Net cash used in investing activities was $97.9 million and $284.8 million for the six months ended June 30, 2025 and 2024, respectively. This change was primarily due to decreased capital expenditures in 2025 and our acquisitions in 2024.
Current wording
Investing Activities. Net cash used in investing activities was $128.0 million and $351.8 million for the nine months ended September 30, 2025 and 2024, respectively. This change was primarily due to decreased capital expenditures in 2025 and our acquisitions in 2024.
Previous wording
Financing Activities. Net cash used in financing activities was $30.0 million for the six months ended June 30, 2025, compared with cash provided by financing activities of $90.9 million for the same period in 2024. This change was primarily due to increased borrowings to fund our acquisitions in 2024.
Current wording
Financing Activities. Net cash provided by financing activities was $31.2 million for the nine months ended September 30, 2025, compared with cash provided by financing activities of $61.2 million for the same period in 2024. This change was primarily due to increased borrowings to fund our acquisitions in 2024.
Previous wording
As of June 30, 2025 we have $1,110.0 million in aggregate principal amount of long-term debt outstanding, with $136.0 million coming due over the next twelve months. For additional information about our long-term debt, see "Note 4. Debt" in the notes to our unaudited condensed consolidated financial statements and Item 8 "Financial Statements and Supplementary Data" in our Annual Report.
Current wording
As of September 30, 2025 we have $1,094.0 million in aggregate principal amount of long-term debt outstanding, with $158.6 million coming due over the next twelve months. For additional information about our long-term debt, see "Note 4. Debt" in the notes to our unaudited condensed consolidated financial statements and Item 8 "Financial Statements and Supplementary Data" in our Annual Report.
Previous wording
Both the 2029 Senior Notes and the ABL Credit Facility contain certain customary representations and warranties and affirmative and negative covenants. As of June 30, 2025, we were in compliance with these covenants and expect to be compliant for at least the next twelve months.
Current wording
Both the 2029 Senior Notes and the ABL Credit Facility contain certain customary representations and warranties and affirmative and negative covenants. As of September 30, 2025, we were in compliance with these covenants and expect to be compliant for at least the next twelve months due to the liquidity measures disclosed above.
Previous wording
The Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2027, 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 Alpine's adjusted EBITDA. Alpine is closely monitoring its forthcoming compliance obligations with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.
Current wording
As a result of the amendment of the Alpine 2023 Term Loan described in “Note 4. Debt,” the Alpine 2023 Term Loan contains a covenant commencing with the fiscal quarter ending March 31, 2027, 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 Alpine's adjusted EBITDA. Alpine is closely monitoring its forthcoming compliance obligations with this covenant. While there can be no assurance, Alpine believes that it will be able to meet, modify, or further defer this debt covenant.
Previous wording
During the six months ended June 30, 2025 our capital expenditures were $99.0 million, consisting of maintenance capital expenditures for our hydraulic fracturing fleet, upgrades to legacy pumps, expenditures to maintain efficient operations at our sand mines, and investments in next generation technology.
Current wording
During the nine months ended September 30, 2025 our capital expenditures were $133.3 million, consisting of maintenance capital expenditures for our hydraulic fracturing fleet, upgrades to legacy pumps, expenditures to maintain efficient operations at our sand mines, and investments in next generation technology.
Previous wording
For the full year of 2025, we estimate capital expenditures will range from $125 million to $145 million in maintenance related expenditures and an additional $50 million to $80 million for growth initiatives. Growth initiatives in 2025 relate to upgrades to our hydraulic fracturing fleet, investments in next generation technology and sand mine improvements.
Current wording
For the full year of 2025, we estimate capital expenditures will range from $115 million to $135 million in maintenance related expenditures and an additional $45 million to $55 million for growth initiatives. Growth initiatives in 2025 relate to upgrades to our hydraulic fracturing fleet, investments in next generation technology and sand mine improvements.
Previous wording
We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including customer demand for fleets and expected industry activity levels.
Current wording
We continually evaluate our capital expenditures and the amount that we ultimately spend will depend on a number of factors, including our liquidity position, customer demand for fleets, and expected industry activity levels. If the actions designed to improve our liquidity described above are ineffective, we may reduce capital expenditures.
Previous wording
Our growth strategy includes potential acquisitions and other strategic transactions. From time to time we enter into non-binding letters of intent as well as binding agreements to make investments or acquisitions. These arrangements may provide for purchase consideration including cash, notes payable by us, equity or some combination, the use of which could impact our liquidity needs. These letters of intent typically are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant business and legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance any cash payment at closing, and approval of our board of directors. Any binding agreements we may enter typically include customary closing conditions. We cannot guarantee that any such actual or potential transaction will be completed on acceptable terms, if at all.
Current wording
Our growth strategy includes potential acquisitions and other strategic transactions. This strategy would need to be suspended if the actions described above to improve our liquidity are ineffective. From time to time we enter into non-binding letters of intent as well as binding agreements to make investments or acquisitions. These arrangements may provide for purchase consideration including cash, notes payable by us, equity or some combination, the use of which could impact our liquidity needs. These letters of intent typically are subject to the completion of satisfactory due diligence, the negotiation and resolution of significant business and legal issues, the negotiation, documentation and completion of mutually satisfactory definitive agreements among the parties, the consent of our lenders, our ability to finance any cash payment at closing, and approval of our board of directors. Any binding agreements we may enter typically include customary closing conditions. We cannot guarantee that any such actual or potential transaction will be completed on acceptable terms, if at all.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
obtained lender commitments to purchase an additional $40.0 million of 2029 Senior Notes, at the Company's option, in December 2025 as discussed above;
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Total Net Leverage Ratio (as defined in the Alpine Term Loan Credit Agreement) of 2.00 to 1.00. This covenant was amended to commence testing compliance with the Total Net Leverage Ratio with the fiscal quarter ending on March 31, 2027.
Previous report — wording carried elsewhere
As a result, some of our customers reduced their activity levels in the second quarter of 2025 and our results of operations correspondingly declined in the second quarter compared with the first quarter. We currently expect our results of operations in the third quarter to decline relative to the second quarter. While we have limited visibility for future demand for our products and services, we are encouraged by increasing customer engagement around 2026 planning.