Flowco Holdings Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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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.
Jun 30, 2026 · Filed Aug 11, 2026
FLOC$20.06+5.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-209130
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-11.
0001193125-26-344790
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 78 previous paragraphs and 91 current paragraphs.
49 unchanged; 23 reworded; 16 added; 6 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 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 (16)
Current report
Tariff Environment and Mitigation Efforts
Current report
We continue to monitor developments in the global tariff environment and evaluate their potential impact on our operations, supply chain and cost structure. Although changes in tariffs and global trade policies may increase the cost of raw materials, affect product availability and contribute to inflationary pressures within our business and those of our customers, we do not currently expect the existing tariff environment to have a material impact on our business, financial condition or results of operations. Management continues to evaluate opportunities to mitigate tariff-related costs through sourcing, pricing and supply chain initiatives, while also pursuing available opportunities to recover previously paid tariffs through governmental actions, legal proceedings, administrative rulings and approved refund claims, where appropriate.
Current report
During 2026, the Company received refunds of previously paid tariffs and expects to receive additional refunds as outstanding claims continue to be processed. While management does not currently expect tariffs or related refund activity to have a material impact on the Company's long-term operating results, we will continue to monitor developments in global trade policy and pursue opportunities to mitigate tariff-related costs and recover eligible tariffs where appropriate.
Current report
Revenue – sales. Sales revenue was $103.2 million for the three months ended June 30, 2026, an increase of $12.1 million, or 13%, compared with $91.1 million for the three months ended June 30, 2025. The increase was primarily driven by higher sales of downhole components of approximately $15.2 million, primarily attributable to incremental sales from the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. The increase also reflects higher sales of natural gas systems of approximately $1.3 million due to strong customer demand during the three months ended June 30, 2026. These increases were partially offset by a decrease in VRU sales of approximately $4.4 million as certain customers shifted their purchasing preferences from purchasing VRUs to renting equipment within our Natural Gas Technologies segment.
Current report
In addition to sales to our external customers, we sell our natural gas systems to our Production Solutions segment through intercompany transactions for further use in its operations. Intercompany sales of natural gas systems to the Production Solutions segment were approximately $13.7 million for the three months ended June 30, 2026, a decrease of approximately $3.4 million from approximately $17.1 million in the three months ended June 30, 2025. The decrease was primarily attributable to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation.
Current report
Cost of sales. Cost of sales was $74.2 million for the three months ended June 30, 2026, an increase of $11.6 million, or approximately 19%, from $62.6 million for the three months ended June 30, 2025. This increase was primarily attributable to approximately $13.0 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. Cost of sales also increased by approximately $2.1 million within the Natural Gas Technologies segment due to higher customer orders during the three months ended June 30, 2026. These increases were partially offset by lower cost of sales for VRUs and downhole component parts, consistent with the decreases in the related sales revenues discussed above.
Current report
Depreciation and amortization. Depreciation and amortization was $49.4 million for the three months ended June 30, 2026, an increase of $16.2 million, or approximately 49%, from $33.2 million for the three months ended June 30, 2025. The increase was primarily attributable to approximately $8.1 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $8.1 million, primarily due to the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition, principally within the Estis and Flogistix businesses.
Current report
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Current report
Surface equipment fleet size experienced an increase of 183 average active systems per month from 1,486 during the six months ended June 30, 2025, to 1,669 average active surface equipment systems per month during the six months ended June 30, 2026. Additionally, average rental rate also had a $1,293 increase in average monthly price from $12,673 per unit during the six months ended June 30, 2025 to $13,967 per unit during the six months ended June 30, 2026. These increases approximate 12% and 10% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $28.4 million, or approximately 25.3%.
Current report
Vapor recovery fleet size experienced an increase of 66 average active systems per month from 2,963 during the six months ended June 30, 2025 to 3,029 average active vapor recovery units per month during six months ended June 30, 2026. Additionally, average rental rate had a $310 increase in average monthly price from $4,783 per unit during the six months ended June 30, 2025 to $5,093 per unit during the six months ended June 30, 2026. These increases approximate 2% and 6% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $7.6 million, or approximately 8.7%.
Current report
Revenue – sales. Sales revenue was $190.8 million for the six months ended June 30, 2026, an increase of $4.7 million, or 3%, from $186.2 million for the six months ended June 30, 2025. This increase in sales revenue was primarily driven by approximately $24.4 million of incremental sales attributable to the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. This increase was partially offset by lower sales within the Natural Gas Technologies segment, including an approximately $11.2 million decrease in natural gas systems sales due to exceptionally strong customer order volumes during the six months ended June 30, 2025 and an approximately $3.3 million decrease in VRU sales due to the timing of customer orders for large equipment. The increase was also partially offset by an approximately $5.2 million decrease in downhole component parts sales within the Production Solutions segment, primarily resulting from reduced international revenues associated with conflicts in the Middle East and lower Gulf of America business activity.
Current report
Cost of rentals. Rental cost was $67.8 million in the six months ended June 30, 2026, an increase of $13.3 million, or approximately 24%, from $54.5 million for the six months ended June 30, 2025. The increase was primarily attributable to approximately $11.9 million of higher costs associated with the Surface Equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs on the rental fleet and increased labor costs resulting from higher headcount. Rental costs also increased by approximately $0.8 million for Vapor Recovery rental activity and approximately $0.7 million for downhole component rental activity from the Valiant Acquisition, which was not present during the six months ended June 30, 2025. The increase in rental costs was generally consistent with the growth in rental revenues discussed above, although costs associated with the Surface Equipment rental fleet increased at a higher rate due to the additional maintenance and labor expenses.
Current report
Cost of sales. Sales cost was $136.6 million for the six months ended June 30, 2026, an increase of $8.5 million, or approximately 7%, from $128.1 million for the six months ended June 30, 2025. This increase was primarily attributable to approximately $17.5 million of incremental cost of sales associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. This increase was partially offset by an approximately $7.4 million decrease in cost of sales within the Natural Gas Technologies segment due to lower natural gas systems sales following exceptionally strong customer order volumes during the prior-year period. Cost of sales also decreased by approximately $1.4 million for VRUs and approximately $0.2 million for downhole component parts, consistent with the decreases in the related sales revenues discussed above.
Current report
Selling, general and administrative expenses. Selling, general and administrative expenses for the six months ended June 30, 2026 were $72.1 million, an increase of $8.9 million, or approximately 14%, from $63.2 million for the six months ended June 30, 2025. This increase was primarily attributable to approximately $5.3 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. Selling, general and administrative expenses also increased due to higher corporate expenses, primarily consisting of legal and acquisition-related professional fees that were not incurred in the six months ended June 30, 2025 and higher share-based compensation expense, as well as higher employee related expenses from the overall increased headcount. These increases were partially offset by lower selling, general and administrative expenses across certain of our legacy entities, primarily due to the absence of one-time legacy equity-based compensation crystallization expense recognized during the six months ended June 30, 2025 in connection with the Company's IPO.
Current report
Depreciation and amortization. Depreciation and amortization was $90.9 million for the six months ended June 30, 2026 an increase of $23.6 million or approximately 35%, from $67.3 million for the six months ended June 30, 2025. The increase was primarily attributable to approximately $10.6 million of depreciation and amortization expense associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the six months ended June 30, 2025. Excluding the impact of the Valiant Acquisition, depreciation and amortization expense increased by approximately $12.9 million, primarily due to the continued expansion of the Company's rental fleet, including additional assets placed into service and assets acquired in the Archrock acquisition.
Current report
Interest expense. Interest expense was $9.9 million in the six months ended June 30, 2026 compared to $11.8 million in the six months ended June 30, 2025. This decrease in interest expense of $1.9 million, or approximately 16%, was primarily due to lower average borrowings outstanding in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting our ability to maintain and, from time to time, reduce outstanding debt using cash flows from operations following the IPO and through the six months ended June 30, 2026. This decrease was partially offset by borrowings incurred in March 2026 to fund the Valiant Acquisition.
Removed paragraphs (6)
Previous report
We acknowledge the evolving and complex nature of the global tariff environment. Additionally, we also understand that current uncertainties about the tariffs and their effects on trading relationships may affect cost for and availability of raw materials or contribute to inflation in the markets in which we operate and increase economic pressures on our customers. We do not believe that the impacts on the current tariff environment will materially affect our business operations and results of operations. However, we continue to actively monitor the economic effects of the uncertainties created from these tariffs, as well as opportunities to mitigate their related impacts, costs and other effects in our business operations.
Previous report
Revenue – sales. Sales revenue was $87.7 million for the three months ended March 31, 2026, a decrease of $7.4 million, or 8%, from $95.1 million for the three months ended March 31, 2025. This decrease in sales revenue was primarily due to a completion of a project for a customer during the three months ended March 31, 2025 and a shift in purchasing patterns from our operators from historically purchasing our VRUs to recently seeking out the rental options within the Natural Gas Technologies segment of approximately $11.5 million, partially offset by increased downhole component sales of approximately $4.3 million primarily due to additional sales from the Valiant Acquisition during the three months ended March 31, 2026 that was absent in the three months ended March 31, 2025.
Previous report
Cost of sales. Sales cost was $62.4 million for the three months ended March 31, 2026, a decrease of $3.2 million, or approximately 5%, from $65.6 million for the three months ended March 31, 2025. This decrease was primarily attributable to the reduced sales volume from our natural gas systems sales within the Natural Gas Technologies segment resulting from a completion of a project for a customer in 2025 and a shift in purchasing patterns by our customers, partially offset by increased downhole component sales resulting primarily from the Valiant Acquisitions during the three months ended March 31, 2026.
Previous report
Depreciation and amortization. Depreciation and amortization was $41.5 million for the three months ended March 31, 2026 an increase of $7.4 million or approximately 22%, from $34.1 million for the three months ended March 31, 2025. The increase was primarily attributable additional depreciation and amortization expense related to to the organic growth of our rental fleet, the assets acquired in the Archrock acquisition and the assets acquired from the Valiant Acquisition. The depreciation and amortization expenses associated with the assets acquired from these acquisitions are not reflected in the depreciation and amortization expenses for the three months ended March 31, 2025, as these acquisitions occurred subsequently.
Previous report
For information regarding recent accounting pronouncements, see Note 2 – Summary of Significant Accounting Policies to our condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report.
Previous report
Recent Accounting Pronouncements
Reworded paragraphs (23)
Previous wording
We are a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The Company’s core technologies include high pressure gas lift (“HPGL”), electric submersible pump (“ESP”), conventional gas lift, plunger lift, and vapor recovery units (“VRUs”), all supported by proprietary digital tools that enable real-time remote monitoring and control to enhance efficiency and performance.
Current wording
We are a leading provider of production optimization, artificial lift and emissions management and monetization solutions for the oil and natural gas industry. The Company’s core technologies include high pressure gas lift (“HPGL”), electric submersible pumps (“ESP”), conventional gas lift, plunger lift, and vapor recovery units (“VRUs”), all supported by proprietary digital tools that enable real-time remote monitoring and control to enhance efficiency and performance.
Previous wording
As of March 31, 2026, our Production Solutions and Natural Gas Technologies segments operated a combined fleet of over 5,400 active systems, generating consistent, recurring revenues through the long production life of wells. For a more detailed overview of our business, see Part 1. Item 1. Business and Part 1. Item 2. Properties included in our Annual Report.
Current wording
As of June 30, 2026, our Production Solutions and Natural Gas Technologies segments operated a combined fleet of over 5,500 active systems, generating consistent, recurring revenues through the long production life of wells. For a more detailed overview of our business, see Part I, Item 1, Business, and Part I, Item 2, Properties, included in our Annual Report.
Previous wording
Pursuant to the Purchase Agreement, we paid aggregate consideration, including Valiant’s cash on hand, of approximately $315.9 million, consisting of (i) $283.1 million of cash, of which $121.3 million was related to Valiant’s cash on hand, subject to adjustment in accordance with the Purchase Agreement, and (ii) 1,454,849 shares of Class A common stock of the Company. We funded the cash portion of the acquisition through available capacity under our Revolving Credit Facility. Upon the consummation of this acquisition, both the Acquired Company and Valiant became our wholly owned subsidiaries.
Current wording
Pursuant to the Purchase Agreement, we paid aggregate consideration, including Valiant’s cash on hand, of approximately $316.0 million, consisting of (i) $283.2 million of cash, of which $113.2 million was related to Valiant’s cash on hand, subject to adjustment in accordance with the Purchase Agreement, and (ii) 1,454,849 shares of Class A common stock of the Company. We funded the cash portion of the acquisition through available capacity under our Revolving Credit Facility. Upon the consummation of this acquisition, both the Acquired Company and Valiant became our wholly owned subsidiaries.
Previous wording
Over the mid to long-term, we expect demand for oil and natural gas exploration and production as well as new energy platforms to continue to require more advanced technology from the energy services industry. While the ongoing uncertainties persist for reasons mentioned above, we remain cautiously optimistic that our integrated scope of products and service offerings, our differentiated technologies and a strong market presence will enable us to achieve a sustained long-term growth.
Current wording
Over the mid to long-term, we expect demand for oil and natural gas exploration and production as well as new energy platforms to continue to require more advanced technology from the energy services industry. While uncertainty remains due to the factors discussed above, we believe our integrated portfolio of products and services, differentiated technologies and strong market position us to capitalize on opportunities across our end markets. Accordingly, we remain cautiously optimistic regarding our long-term growth prospects.
Previous wording
Revenue – rentals. Rental revenue was $121.9 million for the three months ended March 31, 2026, an increase of $24.6 million, or 25%, from $97.3 million for the three months ended March 31, 2025. This increase in rental revenue was driven primarily by three factors as follows:
Current wording
Revenue – rentals. Rental revenue was $132.7 million for the three months ended June 30, 2026, an increase of $30.6 million, or 30%, from $102.1 million for the three months ended June 30, 2025. This increase in rental revenue was driven primarily by three factors as follows:
Previous wording
Surface equipment fleet size experienced an increase of 188 average active systems per month from 1,480 during the three months ended March 31, 2025, to 1,668 average active surface equipment systems per month during the three months ended March 31, 2026. Additionally, average rental rate also had a $1,511 increase in average monthly price from $12,397 per unit during the three months ended March 31, 2025 to $13,908 per unit during the three months ended March 31, 2026. These increases approximate 13% and 12% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $14.6 million, or approximately 26%.
Current wording
Surface equipment fleet size experienced an increase of 179 average active systems per month from 1,491 during the three months ended June 30, 2025, to 1,670 average active surface equipment systems per month during the three months ended June 30, 2026. Additionally, average rental rate also had a $1,073 increase in average monthly price from $12,950 per unit during the three months ended June 30, 2025 to $14,023 per unit during the three months ended June 30, 2026. These increases approximate 12% and 8% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in surface equipment rental revenue of $13.0 million, or approximately 23%.
Previous wording
Vapor recovery fleet size experienced an increase of 69 average active systems per month from 2,952 during the three months ended March 31, 2025 to 3,021 average active vapor recovery units per month during three months ended March 31, 2026. Additionally, average rental rate had a $353 increase in average monthly price from $4,718 per unit during the three months ended March 31, 2025 to $5,071 per unit during the three months ended March 31, 2026. These increases approximate 2% and 7% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $4.2 million, or approximately 10%.
Current wording
Vapor recovery fleet size experienced an increase of 63 average active systems per month from 2,973 during the three months ended June 30, 2025 to 3,036 average active vapor recovery units per month during three months ended June 30, 2026. Additionally, average rental rate had a $280 increase in average monthly price from $4,848 per unit during the three months ended June 30, 2025 to $5,128 per unit during the three months ended June 30, 2026. These increases approximate 2% and 6% for fleet size and average rental rate per unit, respectively, and contribute to a total increase in vapor recovery rental revenue of $3.1 million, or approximately 7%.
Previous wording
Cost of rentals. Rental cost was $32.6 million in the three months ended March 31, 2026, an increase of $5.7 million, or approximately 21%, from $26.9 million for the three months ended March 31, 2025. The increase was primarily due to higher costs of approximately $5.0 million associated with surface equipment rental fleet rental units. The 20% increase of total cost of rentals contributed to the increase in total rental revenues of 25% discussed above.
Current wording
Cost of rentals. Rental cost was $35.2 million in the three months ended June 30, 2026, an increase of $7.6 million, or approximately 28%, from $27.6 million for the three months ended June 30, 2025. The increase was primarily due to higher costs of approximately $6.9 million associated with the Surface Equipment rental fleet, reflecting increased rental activity, higher maintenance expenditures and operating costs on the rental fleet, and increased labor costs resulting from higher headcount. The increase in rental costs was generally consistent with the growth in rental revenues discussed above, although costs increased at a higher rate due to the additional maintenance and labor expenses.
Previous wording
Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended March 31, 2026 were $36.5 million, an increase of $5.9 million, or approximately 19%, from $30.5 million for the three months ended March 31, 2025. This increase was primarily attributable to (i) $7.4 million increase in corporate selling, general and administrative expenses related to the added personnel, marketing and sales expenses as we continue to grow as a publicly traded company and from the Valiant Acquisition, (ii) an additional $1.7 million of Valiant’s selling, general and administrative expenses that were absent in the three months ended March 31, 2025, partially offset by (iii) a net decrease of approximately $2.7 million from the operating subsidiaries primarily due to a one-time expense associated with the crystallization of legacy profits interest during three months ended March 31, 2025 in anticipation of the IPO.
Current wording
Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended June 30, 2026 were $35.7 million, an increase of $3.0 million, or approximately 9%, from $32.7 million for the three months ended June 30, 2025. This increase was primarily attributable to approximately $4.1 million of incremental selling, general and administrative expenses associated with the Valiant Acquisition, which was completed in March 2026 and therefore was not reflected in the three months ended June 30, 2025. The increase was partially offset by lower corporate selling, general and administrative expenses, primarily due to a reduction in legal and professional fees incurred in the first quarter of 2026 in connection with the Valiant Acquisition.
Previous wording
Interest expense. Interest expense was $4.3 million in the three months ended March 31, 2026 compared to $5.4 million in the three months ended March 31, 2025. This decrease in interest expense of $1.0 million, or approximately 19%, was primarily due to decreased average borrowings outstanding in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 primarily attributable to our ability to maintain and, from time-to-time, reduce, using cash flows provided by operations, an overall average daily borrowings outstanding throughout the remainder of 2025 after the IPO and into the three months ended March 31, 2026, partially offset with increased borrowings outstanding in March 2026 to fund the Valiant Acquisition.
Current wording
Interest expense. Interest expense was $5.6 million in the three months ended June 30, 2026 compared to $6.4 million in the three months ended June 30, 2025. This decrease in interest expense of $0.8 million, or approximately 13%, was primarily due to lower average borrowings outstanding in the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting our ability to maintain and, from time to time, reduce outstanding debt using cash flows from operations following the IPO and through the three months ended June 30, 2026. This decrease was partially offset by borrowings incurred in March 2026 to fund the Valiant Acquisition.
Previous wording
Income tax provision. Income tax provision was $4.0 million for the three months ended March 31, 2026, an increase of $1.4 million, or approximately 52%, compared to $2.6 million for the three months ended March 31, 2025. This increase in income tax provision is primarily attributable to the impact on the tax rate due to the Company’s increased ownership in Flowco LLC in the three months ended March 31, 2026 compared to the three months ended March 31, 2025.
Current wording
Income tax provision. Income tax provision was $4.6 million for the three months ended June 30, 2026, an increase of $0.8 million, or approximately 20%, compared to $3.9 million for the three months ended June 30, 2025. This increase in income tax provision is primarily attributable to the impact on the tax rate due to the Company’s increased ownership in Flowco LLC in the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Previous wording
Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. Due to the timing of this acquisition, our rental revenues include one month of operations of these downhole component fleets. During the three months ended March 31, 2026, the downhole component fleets consist of 802 average active systems.
Current wording
Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. Due to the timing of this acquisition, our rental revenues include four months of operations of these downhole component fleets. During the six months ended June 30, 2026, the downhole component fleets consisted of 820 average active systems.
Previous wording
In addition to sales to our external customers, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment. Approximately $11.2 million of intercompany natural gas system sales to the Production Solutions segment were recognized in the three months ended March 31, 2026, an increase of approximately $2.1 million in intercompany revenues from approximately $9.1 million in the three months ended March 31, 2025 due to continued growth in our Production Solutions segment. All intercompany revenues have been eliminated in consolidation.
Current wording
In addition to sales to our external customers, we sell our natural gas systems through intercompany transactions for further use in the Production Solutions segment. Approximately $24.9 million of intercompany natural gas system sales to the Production Solutions segment were recognized in the six months ended June 30, 2026, a decrease of approximately $1.2 million in intercompany revenues from approximately $26.1 million in the six months ended June 30, 2025 due primarily to certain HPGL customers taking fewer new units than previously anticipated and delaying the timing of deliveries relative to their original schedules. All intercompany revenues have been eliminated in consolidation.
Previous wording
As of March 31, 2026, we had $17.3 million of cash and cash equivalents. We believe existing cash and cash equivalents and cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and fund our operations primarily from cash flows from operating activities as well as availability under our Credit Agreement. Borrowings under our Credit Agreement have a maturity date of August 20, 2029, in which all principal owed is payable upon maturity. Our interest rate is Term Secured Overnight Finance Rate (“SOFR”) for one month plus 0.1% (“Adjusted REVSOFR30”) plus a contractual applicable margin based on the Company’s calculated leverage ratio, which combined approximates 5.51% per annum at the effective date with interest due monthly. If such rate is below contractual minimums, the interest rate will be calculated based on Adjusted Term SOFR Rate, Adjusted REVSOFR30 Rate or the Adjusted Daily Simple SOFR Rate. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and/or debt, as needed.
Current wording
As of June 30, 2026, we had $19.2 million of cash and cash equivalents. We believe existing cash and cash equivalents and cash flows from operations will be sufficient to support working capital and capital expenditure requirements for at least the next 12 months. We have historically generated cash and funded our operations primarily from cash flows from operating activities as well as availability under our Credit Agreement. Borrowings under our Credit Agreement have a maturity date of August 20, 2029, at which all principal owed is payable upon maturity. Our interest rate is Term Secured Overnight Finance Rate (“SOFR”) for one month plus 0.1% (“Adjusted REVSOFR30”) plus a contractual applicable margin based on the Company’s calculated leverage ratio, which combined approximates 5.43% per annum at the effective date with interest due monthly. If such rate is below contractual minimums, the interest rate will be calculated based on Adjusted Term SOFR Rate, Adjusted REVSOFR30 Rate or the Adjusted Daily Simple SOFR Rate. Depending upon market conditions and other factors, we may also have the ability to issue additional equity and/or debt, as needed.
Previous wording
As of May 1, 2026, we had $332.9 million outstanding borrowings and $387.5 million available borrowing capacity under our Credit Agreement.
Current wording
As of August 7, 2026, we had $274.1 million outstanding borrowings and $446.4 million available borrowing capacity under our Credit Agreement.
Previous wording
On January 30, 2026, our Board of Directors declared and paid a cash dividend of $0.08 per share payable to holders of Class A common stock of record as of the close of business on February 13, 2026 (the “Common Stock Dividend”). In conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 per unit to all unitholders of record of Flowco LLC as of the close of business on February 13, 2026. The declaration and payment of future dividends will be at the discretion of our Board of Directors and will depend on future business conditions, financial conditions, results of operations and other factors.
Current wording
In February and May 2026, our Board of Directors declared and paid a cash dividend of $0.08 per share and $0.09 per share payable to holders of Class A common stock of record as of the close of business on February 13, 2026 and May 15, 2026, respectively (the “Common Stock Dividend”). In conjunction with the Common Stock Dividend, Flowco LLC declared a distribution on its units of $0.08 and $0.09 per unit to all unitholders of record of Flowco LLC as of the close of business on February 13, 2026 and May 15, 2026, respectively. The declaration and payment of future dividends will be at the discretion of our Board of Directors and will depend on future business conditions, financial conditions, results of operations and other factors.
Previous wording
On June 11, 2025, our Board of Directors authorized a $50 million share repurchase program (the “Repurchase Program”) to reacquire shares via open market purchase, privately negotiated transactions, or by other means in accordance with the regulations of the Securities and Exchange Commission. The Repurchase Program does not obligate us to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time. The timing of purchases and the number of shares repurchased under the Repurchase Program will depend on a variety of factors including price, trading volume, market conditions and corporate and regulatory requirements.
Current wording
On June 11, 2025, our Board of Directors authorized the Repurchase Program to reacquire shares via open market purchase, privately negotiated transactions, or by other means in accordance with the regulations of the Securities and Exchange Commission. The Repurchase Program does not obligate us to repurchase any particular amount of shares and may be modified, suspended, or discontinued at any time. The timing of purchases and the number of shares repurchased under the Repurchase Program will depend on a variety of factors including price, trading volume, market conditions and corporate and regulatory requirements.
Previous wording
During the three months ended March 31, 2026, we repurchased and subsequently retired 780,000 shares of our Class A common stock at an average price of $21.18 per share, excluding commissions.
Current wording
During the three months ended June 30, 2026, we repurchased no shares under the Repurchase Program. During the six months ended June 30, 2026, we repurchased and subsequently retired 780,000 shares of our Class A common stock at an average price of $21.18 per share, excluding commissions.
Previous wording
As of March 31, 2026, the remaining total available authorization under the Repurchase Program was approximately $18.2 million.
Current wording
As of June 30, 2026, the remaining total available authorization under the Repurchase Program was approximately $18.5 million.
Previous wording
Operating Cash Flows– Net cash provided by operating activities was $78.7 million in the three months ended March 31, 2026 compared to $42.5 million in the three months ended March 31, 2025, an increase of approximately $36.2 million. Operating cash flows increased primarily due to timing of payments to vendors, suppliers and other third parties.
Current wording
Operating Cash Flows– Net cash provided by operating activities was $173.9 million in the six months ended June 30, 2026 compared to $124.7 million in the six months ended June 30, 2025, an increase of approximately $49.2 million. Operating cash flows increased primarily due to timing of payments to vendors, suppliers and other third parties.
Previous wording
Investing Cash Flows– Net cash used in investing activities was $188.3 million and $27.7 million for the three months ended March 31, 2026 and 2025, respectively. The approximately $160.6 million increase in net cash used was primarily attributable to the cash paid for the Valiant acquisition during the three months ended March 31, 2026.
Current wording
Investing Cash Flows– Net cash used in investing activities was $233.9 million and $63.4 million for the six months ended June 30, 2026 and 2025, respectively. The approximately $170.5 million increase in net cash used was primarily attributable to the cash paid for the Valiant acquisition during the six months ended June 30, 2026.
Previous wording
Financing Cash Flows– Cash from financing activities had a favorable swing of $141.2 million from a net cash used of $18.8 million in the three months ended March 31, 2025 to net cash provided by financing activities of $122.4 million in the three months ended March 31, 2026. This $141.2 million change was primarily attributable to (i) $615.0 million cash proceeds from, net of repayments to, our long-term debt, (ii) the absence of $20.9 million purchase of LLC Interests from the Continuing Equity Owners immediately following the IPO, partially offset by (i) the absence of $461.8 million IPO proceeds in January 2025, (ii) $16.5 million of repurchase of Class A common stock in March 2026 and (iii) $14.8 million distributions to the members of Flowco LLC in the three months ended March 31, 2026.
Current wording
Financing Cash Flows– Cash from financing activities had a favorable swing of $131.2 million from a net cash used of $56.6 million in the six months ended June 30, 2025 to net cash provided by financing activities of $74.6 million in the six months ended June 30, 2026. This $131.2 million change was primarily attributable to (i) $599.5 million favorable year-over-year change in net cash flows from long-term debt, consisting of higher borrowings and lower repayments during the six months ended June 30, 2026, (ii) the absence of $20.9 million purchase of LLC Interests from the Continuing Equity Owners immediately following the IPO, partially offset by (i) the absence of $461.8 million IPO proceeds in January 2025, (ii) $16.7 million of repurchase of Class A common stock in March 2026, (iii) $6.2 million additional distributions to the members of Flowco LLC in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, and (iv) $4.0 million additional dividends paid to the shareholders of the Company’s Class A common stock.
Previous wording
We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an emerging growth company we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our systems of internal controls over financial reporting pursuant to Section 404, (ii) provide all the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Act, (iii) comply with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements, and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an emerging growth company. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
Current wording
We are in the process of evaluating the benefits of relying on other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an emerging growth company we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our systems of internal controls over financial reporting pursuant to Section 404, (ii) provide all the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Act, (iii) comply with the requirement of the PCAOB regarding the communication of critical audit matters in the auditor’s report on the financial statements, and (iv) disclose certain executive compensation-related items, such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply until we no longer meet the requirements of being an emerging growth company. We will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year in which it has total annual gross revenues of $1.235 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the IPO; (iii) the date on which the Company has issued more than $1 billion in non-convertible debt during the previous three-year period; or (iv) the date on which the Company is deemed to be a “large accelerated filer,” which means the market value of the Company’s Class A common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of the most recently completed second fiscal quarter (following twelve months from the IPO).
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Downhole component fleets are new additions to our fleet footprint resulting from the Valiant Acquisition on March 2, 2026, as discussed above. During the three months ended June 30, 2026, the downhole component fleets consisted of 826 average active systems.
Current report — wording carried from elsewhere
Revenue – rentals. Rental revenue was $254.5 million for the six months ended June 30, 2026, an increase of $55.1 million, or 28%, from $199.4 million for the six months ended June 30, 2025. This increase in rental revenue was driven primarily by three factors as follows:
Current report — wording carried from elsewhere
Income tax provision. Income tax provision was $8.7 million for the six months ended June 30, 2026, an increase of $2.2 million, or approximately 33%, compared to $6.5 million for the six months ended June 30, 2025. This increase in income tax provision is primarily attributable to the impact on the tax rate due to the Company’s increased ownership in Flowco LLC in the six months ended June 30, 2026 compared to the six months ended June 30, 2025.