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8-K 1 flowco_-_q4_results_8k.htm 8-K 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 18, 2025

 

Flowco Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

 

 

 

Delaware

001-42477

99-4382473

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

 

 

 

1300 Post Oak Blvd., Suite 450

77056

Houston, Texas

(Address of Principal Executive Offices)

(Zip Code)

(713) 997-4877

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, $0.0001 par value per share

FLOC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


 

Item 2.02. Results of Operations and Financial Condition.

On March 18, 2025, Flowco Holdings Inc. issued a press release announcing its results for the fourth quarter and full year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information being furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description

99.1

 

Flowco Holdings Inc. Press Release dated March 18, 2025.

99.2

 

Flowco Holdings Inc. Fourth Quarter and Full Year 2024 Earnings Call Transcript dated March 18, 2025.

 

 

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FLOWCO HOLDINGS INC.

 

 

By:

 

/s/ Jonathan W. Byers

Name:

 

Jonathan W. Byers

Title:

 

Chief Financial Officer

Date: March 18, 2025

 

3


EX-99.1 2 floc-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

Flowco Holdings Inc. Reports Fourth Quarter and Full Year 2024 Results

HOUSTON -- (BUSINESS WIRE) -- Flowco Holdings Inc. (NYSE: FLOC) (“Flowco” or the “Company”), a provider of production optimization, artificial lift and methane abatement solutions for the oil and natural gas industry, today announced financial results for the fourth quarter and full year ended December 31, 2024.

 

The financial results for 2024 and 2023 represent periods (i) during which Flowco’s operating subsidiary, Flowco MergeCo LLC (“Flowco LLC”), was a privately-owned limited liability company and (ii) prior to Flowco’s initial public offering in January 2025. Historical financial information for the year ended 2024 reflects information for Flowco LLC, and historical financial information presented prior to June 20, 2024 reflects only the historical financial information of Estis Compression LLC (“Estis”) as the accounting predecessor prior to the business combination of Estis, Flowco Production Solutions, L.L.C. (“FPS”) and Flogistix, LP (“Flogistix”)

and parent entities formed in connection with such business combination (the “2024 Business Combination”). For pro forma financial information for the nine-month period ended September 30, 2024, refer to page 25 of the Company’s final Prospectus dated January 15, 2025 filed with the U.S. Securities and Exchange Commission (“SEC”) on January 16, 2025 (the “Final Prospectus”).

 

Key Company Highlights

On January 15, 2025, Flowco consummated an initial public offering of 20.47 million shares (including exercise in full of underwriters' option of 2.67 million shares)
During January 2025, Flowco utilized IPO net proceeds of $461.8 million primarily to pay down borrowings on our revolving credit facility (“Revolving Credit Facility”)
Invested materially in surface equipment and vapor recovery rental fleet, increasing active systems based on growing customer demand
Demonstrated continued innovation including deployment of first electric multi-well high pressure gas lift ("HPGL") unit (the “eGrizzly”) and grew sales of recently commercialized SurgeFlow plunger lift lubricator and the VRX modular vapor recovery unit

Key Financial Highlights

Pro forma revenues of $733.3 million in 2024, up 10% compared to $665.3 million in 20231
Fourth quarter 2024 revenue of $186.0 million, generating net income of $22.3 million and Adjusted Net Income2 of $28.8 million
Fourth quarter 2024 Adjusted EBITDA2 of $73.8 million
Fourth quarter 2024 Adjusted EBITDA Margin2 of 39.7%

 

Financial Summary

 

 

 

Three Months Ended

 

 

Year Ended December 31,

 

 

 

December 31,
2024

 

 

September 30,
2024

 

 

December 31,
2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Revenues

 

$

185,993

 

 

$

189,365

 

 

$

75,462

 

 

$

535,278

 

 

$

243,323

 

Net income

 

 

22,336

 

 

 

20,646

 

 

 

18,061

 

 

 

80,249

 

 

 

58,089

 

Adjusted Net Income (2)

 

 

28,779

 

 

 

31,179

 

 

 

18,484

 

 

 

99,283

 

 

 

59,344

 

Adjusted EBITDA (2)

 

 

73,779

 

 

 

74,036

 

 

 

34,513

 

 

 

223,661

 

 

 

122,501

 

Adjusted EBITDA Margin (2)

 

 

39.7

%

 

 

39.1

%

 

 

45.7

%

 

 

41.8

%

 

 

50.3

%

(1)
Pro forma 2024 revenue has been derived from the application of pro forma adjustments to the historical consolidated financial statements of Flowco LLC, as the predecessor of Flowco, and the historical consolidated financial statements of Estis, FPS and Flogistix, as predecessor or significant acquirees.
(2)
Adjusted Net Income, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures outlined in the reconciliation tables accompanying this press release.

Pro Forma Financial Summary

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Net revenues (1)

 

$

733,259

 

 

$

665,311

 

(1)
Pro forma 2024 revenue has been derived from the application of pro forma adjustments to the historical consolidated financial statements of Flowco LLC, as the predecessor of Flowco, and the historical consolidated financial statements of Estis, FPS and Flogistix, as predecessor or significant acquirees.

 

Joe Bob Edwards, President and CEO, commented, “Today is the beginning of an exciting new chapter for Flowco as we report our first earnings as a publicly traded company following our successful IPO in January. Thanks to the hard work and persistent efforts of the team that has built this business over the last decade, we feel we are well positioned to continue executing on our growth strategy while delivering industry-leading returns.

2024 was a transformational year for Flowco. Our year-over-year revenue and EBITDA growth underscores our ability to grow in an industry where our customers are continuously focused on production and capital efficiency. Our top quartile EBITDA margins illustrate the differentiation of our products, equipment, and technology, which enable our customers to produce oil and natural gas more efficiently while reducing downtime. We are also differentiated by our vertically integrated manufacturing operations and a supply chain that is located solely in the United States, providing a competitive advantage amidst an uncertain geopolitical environment.

In 2025, we plan to continue investing in our business while maintaining capital discipline and our focus on providing attractive returns on capital employed. With our strategic focus on production optimization, we are levered to resilient cash flows driven by our customers’ non-discretionary, production-oriented expenditures. Based on identified customer demand and a stable U.S. production outlook, we expect continued growth in 2025 as we deliver high-value outcomes to our growing customer base.”

 


 

Segment Information

We report our results in two segments, Production Solutions and Natural Gas Technologies. Production Solutions includes the rental, sale and service associated with high pressure gas lift, conventional gas lift and plunger lift, including a range of digital solutions and other production related technologies. Natural Gas Technologies includes the design, manufacture, rental and sale of vapor recovery and natural gas systems. Corporate costs not directly related to either segment are categorized separately.

Segment Financial Information

 

 

 

Three Months Ended

 

 

Year Ended December 31,

 

 

 

December 31,
2024

 

 

September 30,
2024

 

 

December 31,
2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Production Solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

113,330

 

 

$

111,686

 

 

$

44,896

 

 

$

327,805

 

 

$

168,801

 

Adjusted Segment EBITDA (1)

 

 

49,929

 

 

 

47,441

 

 

 

30,785

 

 

 

161,354

 

 

 

114,005

 

Adjusted Segment EBITDA Margin (1)

 

 

44.1

%

 

 

42.5

%

 

 

68.6

%

 

 

49.2

%

 

 

67.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas Technologies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

72,663

 

 

$

77,679

 

 

$

30,566

 

 

$

207,473

 

 

$

74,522

 

Adjusted Segment EBITDA (1)

 

 

27,802

 

 

 

26,595

 

 

 

3,728

 

 

 

66,259

 

 

 

8,496

 

Adjusted Segment EBITDA Margin (1)

 

 

38.3

%

 

 

34.2

%

 

 

12.2

%

 

 

31.9

%

 

 

11.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Adjusted Segment EBITDA (1)

 

 

(3,952

)

 

 

 

 

 

 

 

 

(3,952

)

 

 

 

Adjusted Segment EBITDA Margin (1)

 

nm

 

 

nm

 

 

nm

 

 

nm

 

 

nm

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

185,993

 

 

$

189,365

 

 

$

75,462

 

 

$

535,278

 

 

$

243,323

 

Adjusted EBITDA (1)

 

 

73,779

 

 

 

74,036

 

 

 

34,513

 

 

 

223,661

 

 

 

122,501

 

Adjusted EBITDA Margin (1)

 

 

39.7

%

 

 

39.1

%

 

 

45.7

%

 

 

41.8

%

 

 

50.3

%

(1)
Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin are non-GAAP financial measures. See definitions of these measures and the reconciliation of GAAP to non-GAAP financial measures outlined in the reconciliation tables accompanying this release.

 

Production Solutions

 

Fourth quarter 2024 revenue for the Production Solutions segment increased 1.5% from the third quarter of 2024, with Adjusted Segment EBITDA increasing 5.2% quarter over quarter for the same periods. The increases resulted from higher operating leverage combined with a slight shift in revenue mix between surface equipment and downhole solutions.

 

Natural Gas Technologies

 

Fourth quarter 2024 revenue for the Natural Gas Technologies segment decreased 6.5% from the third quarter of 2024 as anticipated, primarily due to the completion of a large customer project within the natural gas systems business unit in the first half of the quarter. Adjusted Segment EBITDA increased 4.5% quarter over quarter for the same periods, with Adjusted Segment EBITDA Margins up 400 basis points due to the strong performance of vapor recovery, offsetting the impact of the decline in revenues from natural gas systems.

 


 

Corporate

 

Corporate Adjusted Segment EBITDA for the quarter ended December 31, 2024 was $3.9 million, and there was no corporate Adjusted Segment EBITDA in the quarter ended September 30, 2024. The decrease in corporate Adjusted Segment EBITDA was primarily associated with the establishment of our public, corporate function in anticipation of our initial public offering.

 

Balance Sheet & Liquidity

 

As of March 14, 2025, borrowings on the Revolving Credit Facility were $195.7 million. With a borrowing base of $723.5 million, we had availability under the Revolving Credit Facility of $527.7 million.

 

Dividend Policy

 

As discussed in the Final Prospectus, we currently intend to pay a dividend from available funds and future earnings on our Class A common stock. As of the date of this press release, the Flowco board of directors has not made any determination regarding our future dividend policy, but expects to consider adopting a policy following the first quarter of 2025. Because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from Flowco LLC, and, through Flowco LLC cash distributions and dividends from our other direct and indirect subsidiaries. Our ability to pay dividends may be restricted by the terms of our Revolving Credit Facility and any future credit agreement or any future debt or preferred equity securities of us or our subsidiaries.

 

Conference Call and Webcast Information

 

Flowco will host a conference call on Tuesday, March 18, 2025, at 8:00 am. Eastern Time to discuss our fourth quarter and full year 2024 results. The conference call can be accessed live over the phone by dialing 1-877-704-4453 (for the U.S.) or 1-201-389-0920 (for International). A telephonic replay of the conference call will be available two hours after the call and can be accessed by dialing 1-844-512-2921 (for the U.S.) or 1-412-317-6671 (for International). The passcode for the call and replay is 13751953. A live webcast of the conference call will also be available under the Investor Relations section of Flowco’s website at ir.flowco-inc.com.

 

About Flowco

 

Flowco is a leading provider of production optimization, artificial lift and methane abatement solutions for the oil and natural gas industry. The company’s products and services include a full range of equipment and technology solutions that enable oil and natural gas producers to efficiently and cost-effectively maximize the profitability and economic lifespan of their assets.

 

Forward-Looking Statements

 

The information in this press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release may be forward-looking statements. These statements generally relate to future events or our future financial or operating performance, and include, but are not limited to: statements regarding guidance or estimates related to the Company’s results of operations or financial condition; industry trends, customer demand and industry outlook, and effects on Flowco’s operations; Flowco’s strategies and plans, including matters relating to the Company growth, capital expenditures, dividend policies, and leverage profile.


 

When used in this press release, words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although Flowco believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. These risks and uncertainties are described further in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Final Prospectus and in Item 1A under the heading “Risk Factors” and elsewhere in our annual report on Form 10-K for the year ended December 31, 2024 to be filed with the SEC. Flowco undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.


 


 

Flowco MergeCo LLC

Consolidated Statements of Operations

 

 

 

 

Three Months Ended

 

 

Year Ended December 31,

 

 

 

December 31,
2024

 

 

September 30,
2024

 

 

December 31,
2023

 

 

2024

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rentals

 

$

 

91,705

 

 

$

 

87,240

 

 

$

 

44,896

 

 

$

 

276,687

 

 

$

 

168,801

 

 

$

 

120,237

 

Sales

 

 

 

94,288

 

 

 

 

102,125

 

 

 

 

30,566

 

 

 

 

258,591

 

 

 

 

74,522

 

 

 

 

28,372

 

Total revenues

 

 

 

185,993

 

 

 

 

189,365

 

 

 

 

75,462

 

 

 

 

535,278

 

 

 

 

243,323

 

 

 

 

148,609

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of rentals (exclusive of depreciation and amortization disclosed separately below)

 

 

 

25,538

 

 

 

 

25,274

 

 

 

 

10,797

 

 

 

 

74,494

 

 

 

 

42,179

 

 

 

 

33,214

 

Cost of sales (exclusive of depreciation and amortization disclosed separately below)

 

 

 

65,857

 

 

 

 

75,535

 

 

 

 

26,209

 

 

 

 

189,930

 

 

 

 

62,599

 

 

 

 

22,261

 

Selling, general and administrative expenses

 

 

 

26,249

 

 

 

 

25,012

 

 

 

 

3,531

 

 

 

 

62,453

 

 

 

 

15,219

 

 

 

 

14,173

 

Depreciation and amortization

 

 

 

34,360

 

 

 

 

30,581

 

 

 

 

11,744

 

 

 

 

90,862

 

 

 

 

43,822

 

 

 

 

36,206

 

Loss on sale of equipment

 

 

 

70

 

 

 

 

72

 

 

 

 

406

 

 

 

 

797

 

 

 

 

1,170

 

 

 

 

51

 

Income from operations

 

 

 

33,919

 

 

 

 

32,891

 

 

 

 

22,775

 

 

 

 

116,742

 

 

 

 

78,334

 

 

 

 

42,704

 

Other expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(10,171

)

 

 

 

(11,861

)

 

 

 

(4,285

)

 

 

 

(32,345

)

 

 

 

(18,956

)

 

 

 

(9,284

)

Loss on debt extinguishment

 

 

 

 

 

 

 

(221

)

 

 

 

 

 

 

 

(221

)

 

 

 

 

 

 

 

 

Other expense, net

 

 

 

(943

)

 

 

 

252

 

 

 

 

(429

)

 

 

 

(2,756

)

 

 

 

(910

)

 

 

 

(408

)

Total other expense

 

 

 

(11,114

)

 

 

 

(11,830

)

 

 

 

(4,714

)

 

 

 

(35,322

)

 

 

 

(19,866

)

 

 

 

(9,692

)

Income before provision for income taxes

 

 

 

22,805

 

 

 

 

21,061

 

 

 

 

18,061

 

 

 

 

81,420

 

 

 

 

58,468

 

 

 

 

33,012

 

Provision for income taxes

 

 

 

(469

)

 

 

 

(415

)

 

 

 

 

 

 

 

(1,171

)

 

 

 

(379

)

 

 

 

(283

)

Net income

 

$

 

22,336

 

 

$

 

20,646

 

 

$

 

18,061

 

 

$

 

80,249

 

 

$

 

58,089

 

 

$

 

32,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

 

2.23

 

 

$

 

2.06

 

 

$

 

3.54

 

 

$

 

10.41

 

 

$

 

11.39

 

 

$

 

32,729

 

Weighted average units outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

 

10,000,000

 

 

 

 

10,000,000

 

 

 

 

5,100,000

 

 

 

 

7,710,656

 

 

 

 

5,100,000

 

 

 

 

1,000

 

 


 

Flowco MergeCo LLC

Consolidated Balance Sheets

 

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

 

 

(in thousands, except unit data)

 

Assets

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

 

4,615

 

 

$

 

 

Accounts receivable, net of allowances for credit losses of $1,169
   and $1,259, respectively

 

 

 

120,353

 

 

 

 

44,399

 

Inventory, net

 

 

 

151,179

 

 

 

 

31,336

 

Prepaid expenses and other current assets

 

 

 

9,982

 

 

 

 

2,837

 

Total current assets

 

 

 

286,129

 

 

 

 

78,572

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

 

 

702,616

 

 

 

 

292,223

 

Operating lease right-of-use assets

 

 

 

19,480

 

 

 

 

4,424

 

Finance lease right-of-use assets

 

 

 

21,871

 

 

 

 

3,391

 

Intangible assets, net

 

 

 

302,522

 

 

 

 

11,254

 

Goodwill

 

 

 

249,692

 

 

 

 

2,224

 

Other assets

 

 

 

6,639

 

 

 

 

 

Total assets

 

$

 

1,588,949

 

 

$

 

392,088

 

 

 

 

 

 

 

 

 

 

Liabilities and members' equity

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$

 

31,321

 

 

$

 

6,351

 

Accrued expenses

 

 

 

33,829

 

 

 

 

7,391

 

Current portion of operating lease obligations

 

 

 

6,809

 

 

 

 

640

 

Current portion of finance lease obligations

 

 

 

7,837

 

 

 

 

1,737

 

Deferred revenue

 

 

 

8,002

 

 

 

 

1,515

 

Total current liabilities

 

 

 

87,798

 

 

 

 

17,634

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

Long-term debt, net

 

 

 

635,916

 

 

 

 

235,265

 

Operating lease obligations, net of current portion

 

 

 

15,556

 

 

 

 

3,784

 

Finance lease obligations, net of current portion

 

 

 

10,572

 

 

 

 

1,654

 

Total long-term liabilities

 

 

 

662,044

 

 

 

 

240,703

 

Total liabilities

 

 

 

749,842

 

 

 

 

258,337

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Members' equity

 

 

 

 

 

 

 

 

Class A Units, no par value, 10,000,000 issued and
   outstanding as of December 31, 2024 and 5,100,000 issued and
   outstanding as of December 31, 2023

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

 

892,099

 

 

 

 

36,479

 

Retained earnings (deficit)

 

 

 

(52,992

)

 

 

 

97,272

 

Total members' equity

 

 

 

839,107

 

 

 

 

133,751

 

Total liabilities and members' equity

 

$

 

1,588,949

 

 

$

 

392,088

 

 


 

Flowco MergeCo LLC

Consolidated Statements of Cash Flows

 

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

80,249

 

 

$

 

58,089

 

 

$

 

32,729

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

90,862

 

 

 

 

43,822

 

 

 

 

36,206

 

Provision for inventory obsolescence

 

 

 

1,809

 

 

 

 

2,510

 

 

 

 

335

 

Amortization of operating right-of-use assets

 

 

 

4,326

 

 

 

 

508

 

 

 

 

219

 

Amortization of deferred financing costs

 

 

 

714

 

 

 

 

400

 

 

 

 

400

 

Loss on sale of equipment, net

 

 

 

797

 

 

 

 

1,170

 

 

 

 

51

 

Loss on debt extinguishment

 

 

 

221

 

 

 

 

 

 

 

 

 

(Gain)/loss on lease termination

 

 

 

(958

)

 

 

 

 

 

 

 

 

Share-based compensation

 

 

 

992

 

 

 

 

85

 

 

 

 

493

 

Allowance for (recovery of) credit losses

 

 

 

636

 

 

 

 

310

 

 

 

 

509

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable - trade

 

 

 

(15,487

)

 

 

 

(16,886

)

 

 

 

(13,779

)

Inventory

 

 

 

21,920

 

 

 

 

(6,633

)

 

 

 

9,274

 

Prepaid expenses and other current assets

 

 

 

(3,029

)

 

 

 

(1,295

)

 

 

 

(171

)

Other assets

 

 

 

864

 

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

739

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

 

 

(1,429

)

 

 

 

(508

)

 

 

 

(219

)

Accounts payable

 

 

 

(4,292

)

 

 

 

(515

)

 

 

 

(2,411

)

Accrued expenses

 

 

 

864

 

 

 

 

805

 

 

 

 

2,928

 

Deferred revenue

 

 

 

2,402

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

 

182,200

 

 

 

 

81,862

 

 

 

 

66,564

 

Cash flows used in investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

 

(90,494

)

 

 

 

(43,514

)

 

 

 

(106,961

)

Proceeds from sale of property, plant and equipment

 

 

 

166

 

 

 

 

841

 

 

 

 

31

 

Payment for capitalized patent costs

 

 

 

(193

)

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 

(7,000

)

 

 

 

 

 

 

 

 

Net cash acquired in 2024 Business Combination

 

 

 

3,088

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

(94,433

)

 

 

 

(42,673

)

 

 

 

(106,930

)

Cash flows used in financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Payments on long-term debt

 

 

 

(298,764

)

 

 

 

(173,525

)

 

 

 

(107,789

)

Proceeds from long-term debt

 

 

 

462,438

 

 

 

 

188,361

 

 

 

 

188,118

 

Payments on finance lease obligations

 

 

 

(10,320

)

 

 

 

(1,525

)

 

 

 

(1,748

)

Proceeds on finance lease terminations

 

 

 

715

 

 

 

 

 

 

 

 

(1,215

)

Payment of debt issuance costs

 

 

 

(6,708

)

 

 

 

 

 

 

 

 

Distribution to Members

 

 

 

(230,513

)

 

 

 

(52,500

)

 

 

 

(37,000

)

Net cash (used in) provided by financing activities

 

 

 

(83,152

)

 

 

 

(39,189

)

 

 

 

40,366

 

Net change in cash and cash equivalents

 

 

 

4,615

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

 

 

 

 

 

 

 

 

 

 

 

End of period

 

$

 

4,615

 

 

$

 

 

 

$

 

 

Supplemental disclosures of investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

28,775

 

 

$

 

18,899

 

 

$

 

8,668

 

Supplemental schedule of non-cash investing and financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Noncash debt refinancing of long-term debt with Revolving Credit Facility

 

$

 

419,454

 

 

$

 

 

 

$

 

 

Issuance of 4.9 million Class A Units in exchange for the net assets acquired in a Business Combination

 

$

 

854,628

 

 

$

 

 

 

$

 

 

Issuance of 5.1 million Class A Units in exchange for 1,000 Common Units of Estis

 

$

 

 

 

$

 

 

 

$

 

 

Lease liabilities arising from obtaining operating right-of-use assets

 

$

 

5,532

 

 

$

 

4,524

 

 

$

 

2,434

 

Lease liabilities arising from obtaining financing right-of-use assets

 

$

 

8,391

 

 

$

 

2,186

 

 

$

 

234

 

 


 

Non-GAAP Financial Measures

In addition to our results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), the Company uses non-GAAP financial measures, such as Adjusted Net Income, EBITDA and Adjusted EBITDA, as well as Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin, in this press release to supplement financial information presented in accordance with GAAP. We believe that excluding certain items from our GAAP results provides management additional insight on the consolidated financial performance from period to period to project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our management and investors with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this press release. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The Company urges investors to review the reconciliation and not to rely on any single financial measure to evaluate our business.

Adjusted Net Income

Adjusted Net Income is a non-GAAP measure that we define as net income (loss) adjusted to eliminate the impact of (i) transaction-related expenses, (ii) share-based compensation, (iii) loss on the sale of equipment, (iv) loss on debt payments and (v) changes to the value of our inventory. Adjusted Net Income is a supplemental non-GAAP financial measure used by management, our stockholders and others to provide visibility on the profitability and financial strength of the Company by excluding certain expenses related to non-recurring Company transactions.

Reconciliation from net income to Adjusted Net Income is set forth as follows:

 

 

 

 

Three Months Ended

 

 

Year Ended December 31,

 

 

 

December 31,
2024

 

 

September 30,
2024

 

 

December 31,
2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Net income

 

$

22,336

 

 

$

20,646

 

 

$

18,061

 

 

$

80,249

 

 

$

58,089

 

Transaction-related expenses (1)

 

 

2,727

 

 

 

1,833

 

 

 

 

 

 

5,810

 

 

 

 

Share-based compensation expense (2)(3)

 

 

483

 

 

 

356

 

 

 

17

 

 

 

992

 

 

 

85

 

Loss on sale of equipment

 

 

70

 

 

 

72

 

 

 

406

 

 

 

797

 

 

 

1,170

 

Loss on debt extinguishment

 

 

 

 

 

221

 

 

 

 

 

 

221

 

 

 

 

Inventory valuation adjustments (4)

 

 

3,163

 

 

 

8,051

 

 

 

 

 

 

11,214

 

 

 

 

Adjusted Net Income

 

$

28,779

 

 

$

31,179

 

 

$

18,484

 

 

$

99,283

 

 

$

59,344

 

(1)
Represents the transaction-related expenses as part of the 2024 Business Combination and non-capitalizable IPO related costs, which were expensed as incurred and included in the consolidated statements of operations.
(2)
Reflects compensation expense for profit units held by our employees under plans provided by the members of Flowco LLC for the year ended December 31, 2024.
(3)
Reflects compensation expense for profit units held by our employees under a plan provided by GEC Estis Holdings, LLC, the prior parent entity of Estis (the “Estis Member”) for the year ended December 31, 2023.

 

(4)
Reflects non-cash adjustment related to inventory fair value step-up from 2024 Business Combination which has been included in cost of sales.

Adjusted EBITDA and Adjusted EBITDA margin

 

We define EBITDA as net income, adjusted to exclude interest expense, provision for income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted to exclude (i) share-based compensation expense, (ii) business combination-related expenses and (iii) other non-cash and non-recurring expenses.

EBITDA and Adjusted EBITDA are key performance indicators we use in evaluating our operating performance and in making financial, operating and planning decisions. In particular, the exclusion of certain expenses in calculating EBITDA and Adjusted EBITDA provides additional visibility on operating performance across reporting periods by removing the effect of non-cash and/or non-recurring expenses. Accordingly, we believe that this measure provides useful information to our stockholders and others in understanding and evaluating our operating results in the same manner as our management and board of directors.

Reconciliation from net income to EBITDA and Adjusted EBITDA are set forth as follows:

 

 

 

Three Months Ended

 

 

Year Ended December 31,

 

 

 

December 31,
2024

 

 

September 30,
2024

 

 

December 31,
2023

 

 

2024

 

 

2023

 

 

(in thousands)

 

Net income

 

$

22,336

 

 

$

20,646

 

 

$

18,061

 

 

$

80,249

 

 

$

58,089

 

Interest expense

 

 

10,171

 

 

 

11,861

 

 

 

4,285

 

 

 

32,345

 

 

 

18,956

 

Provision for income taxes (1)

 

 

469

 

 

 

415

 

 

 

 

 

 

1,171

 

 

 

379

 

Depreciation and amortization

 

 

34,360

 

 

 

30,581

 

 

 

11,744

 

 

 

90,862

 

 

 

43,822

 

EBITDA

 

 

67,336

 

 

 

63,503

 

 

 

34,090

 

 

 

204,627

 

 

 

121,246

 

Transaction-related expenses (2)

 

 

2,727

 

 

 

1,833

 

 

 

 

 

 

5,810

 

 

 

 

Share-based compensation expense (3)(4)

 

 

483

 

 

 

356

 

 

 

17

 

 

 

992

 

 

 

85

 

Loss on sale of equipment

 

 

70

 

 

 

72

 

 

 

406

 

 

 

797

 

 

 

1,170

 

Loss on debt extinguishment

 

 

 

 

 

221

 

 

 

 

 

 

221

 

 

 

 

Inventory valuation adjustments (5)

 

 

3,163

 

 

 

8,051

 

 

 

 

 

 

11,214

 

 

 

 

Adjusted EBITDA

 

$

73,779

 

 

$

74,036

 

 

$

34,513

 

 

$

223,661

 

 

$

122,501

 

(1)
Previously issued non-GAAP information did not include provision for income taxes amounts as a reconciling item for the year ended December 31, 2023, as Texas margin tax was included within other expense in the previously issued consolidated statements of operations. In order to conform with current year's presentation, the Company reclassified Texas margin tax amounts from other expense into provision for income taxes, and consequently, have been included as a reconciling item to Adjusted EBITDA from net income for all periods presented above.
(2)
Represents the transaction-related expenses as part of the 2024 Business Combination and non-capitalizable IPO related costs, which were expensed as incurred and included in the consolidated statements of operations.
(3)
Reflects compensation expense for profit units held by our employees under plans provided by the members of Flowco LLC for the year ended December 31, 2024.
(4)
Reflects compensation expense for profit units held by our employees under a plan provided by the Estis Member for the year ended December 31, 2023.
(5)
Reflects non-cash adjustment related to inventory fair value step-up from 2024 Business Combination which has been included in cost of sales.

 

Adjusted Segment EBITDA and Adjusted Segment EBITDA Margin


 

In addition to business segment profit or loss, our management also evaluates Adjusted Segment EBITDA, which is presented on a business unit level for purposes of allocating resources and evaluating operating and financial performance. As discussed above, the Company operates and manages its business units in the following two operating and reporting segments:

Production Solutions: relates to rentals, sales and services related to high pressure gas lift, conventional gas lift and plunger lift, including other digital solutions and methane abatement technologies.
Natural Gas Technologies: relates to the design and manufacturing for the rental, sales and servicing of vapor recovery and natural gas systems.

We define Adjusted Segment EBITDA as segment net income, as adjusted in the same manner as defined for EBITDA and Adjusted EBITDA above. Reconciliation from segment net income, which includes direct segment costs but excludes corporate costs not directly related to either segment, to Adjusted Segment EBITDA is set forth as follows:

 

 

 

Three Months Ended

 

 

 

Year Ended December 31,

 

 

 

 

December 31,
2024

 

 

 

September 30,
2024

 

 

 

December 31,
2023

 

 

 

2024

 

 

 

2023

 

 

 

(in thousands)

 

Production Solutions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

29,712

 

 

$

 

13,845

 

 

$

 

14,608

 

 

$

 

73,385

 

 

$

 

50,878

 

Interest expense

 

 

 

(3,031

)

 

 

 

6,690

 

 

 

 

4,285

 

 

 

 

13,455

 

 

 

 

18,956

 

Provision for income taxes

 

 

 

356

 

 

 

 

270

 

 

 

 

 

 

 

 

770

 

 

 

 

144

 

Depreciation and amortization

 

 

 

20,198

 

 

 

 

17,364

 

 

 

 

11,473

 

 

 

 

61,475

 

 

 

 

42,773

 

EBITDA

 

 

 

47,235

 

 

 

 

38,169

 

 

 

 

30,366

 

 

 

 

149,085

 

 

 

 

112,751

 

Transaction-related expenses (1)

 

 

 

 

 

 

 

1,533

 

 

 

 

 

 

 

 

1,028

 

 

 

 

 

Share-based compensation expense (2) (3)

 

 

 

329

 

 

 

 

218

 

 

 

 

17

 

 

 

 

700

 

 

 

 

85

 

Loss on sale of equipment

 

 

 

41

 

 

 

 

88

 

 

 

 

402

 

 

 

 

784

 

 

 

 

1,169

 

Loss on debt extinguishment

 

 

 

(221

)

 

 

 

221

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory valuation adjustments (4)

 

 

 

2,545

 

 

 

 

7,212

 

 

 

 

 

 

 

 

9,757

 

 

 

 

 

Adjusted Segment EBITDA

 

 

 

49,929

 

 

 

 

47,441

 

 

 

 

30,785

 

 

 

 

161,354

 

 

 

 

114,005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Natural Gas Technologies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

14,542

 

 

$

 

7,538

 

 

$

 

3,453

 

 

$

 

29,519

 

 

$

 

7,211

 

Interest expense

 

 

 

(1,816

)

 

 

 

4,434

 

 

 

 

 

 

 

 

3,135

 

 

 

 

 

Provision for income taxes

 

 

 

113

 

 

 

 

145

 

 

 

 

 

 

 

 

401

 

 

 

 

235

 

Depreciation and amortization

 

 

 

14,162

 

 

 

 

13,217

 

 

 

 

271

 

 

 

 

29,387

 

 

 

 

1,049

 

EBITDA

 

 

 

27,001

 

 

 

 

25,334

 

 

 

 

3,724

 

 

 

 

62,442

 

 

 

 

8,495

 

Transaction-related expenses (1)

 

 

 

 

 

 

 

300

 

 

 

 

 

 

 

 

2,055

 

 

 

 

 

Share-based compensation expense (2) (3)

 

 

 

154

 

 

 

 

138

 

 

 

 

 

 

 

 

292

 

 

 

 

 

Loss on sale of equipment

 

 

 

29

 

 

 

 

(16

)

 

 

 

4

 

 

 

 

13

 

 

 

 

1

 

Loss on debt extinguishment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory valuation adjustments (4)

 

 

 

618

 

 

 

 

839

 

 

 

 

 

 

 

 

1,457

 

 

 

 

 

Adjusted Segment EBITDA

 

 

 

27,802

 

 

 

 

26,595

 

 

 

 

3,728

 

 

 

 

66,259

 

 

 

 

8,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

 

(21,918

)

 

$

 

(737

)

 

$

 

 

 

$

 

(22,655

)

 

$

 

 

Interest expense

 

 

 

15,018

 

 

 

 

737

 

 

 

 

 

 

 

 

15,755

 

 

 

 

 

Provision for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

 

 

(6,900

)

 

 

 

 

 

 

 

 

 

 

 

(6,900

)

 

 

 

 

Transaction-related expenses (1)

 

 

 

2,727

 

 

 

 

 

 

 

 

 

 

 

 

2,727

 

 

 

 

 

Share-based compensation expense (2) (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

 

221

 

 

 

 

 

 

 

 

 

 

 

 

221

 

 

 

 

 

Inventory valuation adjustments (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Segment EBITDA

 

 

 

(3,952

)

 

 

 

 

 

 

 

 

 

 

 

(3,952

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Adjusted EBITDA

 

$

 

73,779

 

 

$

 

74,036

 

 

$

 

34,513

 

 

$

 

223,661

 

 

$

 

122,501

 

 


 

(1)
Represents the transaction-related expenses as part of the 2024 Business Combination and non-capitalizable IPO related costs, which were expensed as incurred and included in the consolidated statements of operations.
(2)
Reflects compensation expense for profit units held by our employees under plans provided by the members of Flowco LLC for the year ended December 31, 2024.
(3)
Reflects compensation expense for profit units held by our employees under a plan provided by the Estis Member for the year ended December 31, 2023.
(4)
Reflects non-cash adjustment related to inventory fair value step-up from 2024 Business Combination which has been included in cost of sales.

 

Investor Contact:

Andrew Leonpacher

investor.relations@flowco-inc.com

Media Contact:

Niki Sikinger

Niki.Sikinger@flowco-inc.com

Source: Flowco Holdings Inc.


EX-99.2 3 floc-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

img102426508_0.jpg

 

CORPORATE PARTICIPANTS

 

 

Andrew Leonpacher, Vice President, Finance, Corporate Development, Investor Relations

 

Joe Bob Edwards, President, Chief Executive Officer

 

Jon Byers, Chief Financial Officer

 

 

CONFERENCE CALL PARTICIPANTS

 

 

Arun Jayaram, JP Morgan

 

Lloyd Byrne, Jefferies

 

Derek Podhaizer, Piper Sandler

 

Phillip Jungwirth, BMO Capital Markets

 

David Smith, Pickering Energy Partners

 

PRESENTATION

 

 

Operator

 

Good morning. Welcome to Flowco Holdings Incorporated’s Fourth Quarter and Full Year Fiscal 2024 Results Conference Call. Today's call is being recorded and we have allocated one hour for prepared remarks and Q&A.

 

At this time, I'd like to turn the conference over to Andrew Leonpacher, Vice President, Finance, Corporate Development and Investor Relations at Flowco. Thank you, sir, you may begin.
 

Andrew Leonpacher


Good morning, everyone, and thanks for joining us for Flowco’s fourth quarter and full year results.

 

Before we begin, we would like to remind you that this conference call may include forward-looking statements. These statements, which are subject to various risks, uncertainties and assumptions, could cause our actual results to differ materially from these statements. These risks, uncertainties and assumptions are detailed in this morning's press release as well as our filings with the SEC, which can be found on our website at ir.flowco-inc.com. We undertake no obligation to revise or update any forward-looking statements or information except as required by law.

During our call today, we will also reference certain non-GAAP financial information. We use non-GAAP measures as we believe they more accurately represent the true operational performance and underlying results of our business. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

 


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Reconciliations of GAAP to non-GAAP measures can be found in this morning's press release and in our SEC filings.

 

Joining me on the call today is our President and Chief Executive Officer, Joe Bob Edwards, and our Chief Financial Officer, Jon Byers. Following our prepared remarks, we'll open the call for your questions.


With that I'll turn the call over to Joe Bob.

 

Joe Bob Edwards


Thank you, Andrew, and good morning everyone. It is my pleasure and an honor to welcome you to our first investor call as a publicly traded company. For the benefit of the group and in particular all of the investors on the phone with whom we have not met, I’d like to begin the call with a little bit of Flowco history and an overview of our operations and position in the energy market.


Flowco was formed in June of 2024 via the merger of three private companies: Estis Compression, Flogistix and Flowco Production Solutions. Each of these three companies was formed over 10 years ago and has built market-leading positions in the production optimization sector of the domestic oilfield service market. Each company has also demonstrated a culture of innovation, a customer-focused approach to problem solving and an emphasis on investing in strategies that produce consistent high rates of return on investment. This common culture and a shared vision for the future led to the merger and, importantly, have guided our integration efforts.

 

By far the easiest part of our integration was choosing a name for the combined Company. The name Flowco not only is the name of one of our notable brands but it also perfectly describes what we do every day; we help our customers flow their Oil and Gas wells more efficiently and economically. Flowco participates in the production phase of the industry, which is much more stable than either the drilling phase or the fracking phase of the Oilfield service industry. Our revenues are derived from Oil and Gas company, non-discretionary OpEx rather than their CapEx. More broadly, our results can be traced to the absolute levels of oil and gas production in the United States as well as the number of actively producing Oil and Gas wells themselves, rather than the number of active drilling rigs or frack spreads.

 

We sit at the critical path of operations for our energy company partners, and quite simply, if our equipment is not working properly, our clients’ wells do not produce to their optimum level. We are proud to offer a range of solutions that works for the entire lifespan of the well, which in most cases is more than 20 years.

 

Our Company is organized and managed through two operating divisions: Production Solutions and Natural Gas Technologies. Production Solutions includes our artificial lift products, which help Oil and Gas operators produce their wells after drilling and fracking operations are completed. Our products include a mixture of surface equipment and down-hole products which are designed and installed based on specific well production data. We enjoy market-leading positions in high pressure gas lift, or HPGL, conventional gas lift and plunger lift applications, and we count among our customers some of the largest and most well capitalized oil and gas companies in the world.


Next, our Natural Gas Technologies division provides our market-leading vapor recovery solutions deployed at surface production locations for the entire life of the field. Our proprietary equipment and patented technologies provide operators with a safe and highly profitable method of capturing methane vapors that would otherwise be flared or vented to the atmosphere. These vapor recovery solutions provide some of the most impactful environmental benefits to operators while also providing high value economic returns, especially in today’s current natural gas price environment. We help our Oil company clients capture and sell hydrocarbon molecules that would otherwise be seen as a waste product.

Our GAAP financials reflect a healthy mix of equipment rentals and product sales.

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At a high level, our equipment rentals are comprised of short-term and long-term rental contracts on over 4,300 active systems across our fleet and include systems that provide high pressure gas lift, conventional gas lift and vapor recovery applications. Our equipment sales are comprised of down-hole equipment associated with conventional gas lift and plunger lift applications, and to a lesser extent the sale of certain types of surface equipment packages.


We service our diverse customer base with a dedicated workforce of approximately 1,270 employees through a network of field service locations located in every major U.S. shale basin. We also have a vertically integrated supply chain based in the United States which provides a competitive advantage while providing flexibility and stability in periods of geopolitical uncertainty.


In 2024, we increased pro forma revenue 10% versus 2023, while U.S. oil production increased 2% to 3%. This growth was achieved almost exclusively on an organic basis by investing growth capital to fund expanded offerings primarily in high pressure gas lift and vapor recovery, our two fastest growing business lines. Based on identified customer demand, U.S. production outlook and current industry activity, we expect 2025 to be another year of profitable growth with a similar level of growth capital
deployment compared to last year. More on this from our Chief Financial Officer, Jon Byers later in our presentation.


Finally, as we optimize and grow our business following the IPO, we will continue to market across our various solutions to our 300-plus customers and look for ways to cross-collaborate. Our singular focus on production optimization and an emphasis on continuous technological innovation across our product lines sets us apart from our competition and should lead to increased market share gains over time.
 

With that, I’ll turn the call over to Jon Byers, our CFO, who will take you through our 2024 results. Following his remarks, I will make a few closing comments and then open the lines for Q&A.

 

Jon?


Jon Byers


Thanks Joe Bob.

 

Before reviewing some of the key financial metrics and results for the fourth quarter and for 2024, I’d like to provide a few reminders on our historical financial information, given the combination of Flowco, Flogistix and Estis in June 2024. For clarity, note that any financial information presented prior to the June 20, 2024, business combination reflects only the historical performance for Estis. Financial information in the third and fourth quarters reflects the financials for the consolidated entities. For those looking for pro forma financials for the first nine months of 2024, I would refer you to the pro forma financials on Page 25 of our January 16 prospectus. Finally, note that our 2024 financials are presented for our operating subsidiary, which was a privately held pass-through entity for the entirety of 2024 and therefore incurred no federal income tax.


Turning now to our financials, in the fourth quarter we reported adjusted net income of $28.8 million on revenues of $186 million. Revenue was down approximately 1.8% quarter-over-quarter as expected, for reasons I will discuss in a moment. Fourth quarter performance was in line with our expectations and was a result of the strong execution of our Production Solutions and Natural Gas Technologies business segments, where we saw growth in both Adjusted segment EBITDA and Adjusted segment EBITDA margins.

 

Fourth quarter Production Solutions revenue was $113.3 million with Adjusted segment EBITDA of $49.9 million, an increase of 1.5% and 5.2% respectively from the third quarter. Adjusted segment EBITDA margins increased roughly 150 basis points quarter-over-quarter.

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The increase in all metrics in the segment were the result of higher operating leverage combined with a slight shift in revenue mix change towards our Surface Equipment business unit from Down-hole Solutions.
 

Fourth quarter natural gas technologies revenue decreased 6.5% to $72.7 million in comparison with the third quarter. The decrease in revenue was expected and was primarily attributable to the completion of a large customer project within the Natural Gas Systems business unit in the first half of the quarter.

 

Utilization of our vertically integrated manufacturing for third party sales is returning to normal levels after several above average years. While revenues decreased, Adjusted EBITDA grew 4.5% to $27.8 million over the same period for the segment, with Adjusted EBITDA margins up 400 basis points due to strong performance of vapor recovery, which offset the impact of the decline in revenues from Natural Gas Systems.


Overall, consolidated fourth quarter Adjusted EBITDA was $73.8 million, which was roughly flat compared to the third quarter with Adjusted EBITDA margins increasing by roughly 50 basis points. Notably, absent the $3.9 million of costs associated with standing up our public company infrastructure, Adjusted EBITDA would have seen growth on a quarter-over-quarter basis, highlighting the strong underlying performance of our business segments.


On capital investments, the majority of our fourth quarter investment of $35.4 million was directed towards growing our surface equipment and vapor recovery rental fleet, given the attractive payback periods and returns on capital employed. While we plan to provide an annual adjusted return on capital employed metric going forward, today we will share our fourth quarter annualized adjusted ROCE, which was approximately 20%. When calculating adjusted ROCE, we make adjustments for amortization and intangibles associated with the merger transaction, given our merged entities were combined and not acquired. We define adjusted ROCE as operating income plus amortization divided by total assets minus goodwill and intangible assets, and minus current liabilities.

 

As Joe Bob mentioned, we anticipate a similar level of capital investment in 2025 as in 2024, mostly dedicated to our rental fleet as we are achieving incremental returns in excess of 20%. These significant capital investments in our rental fleet will lead to a progressive increase in profitability into the second half of the year.


Shifting to a few notes on corporate costs and reporting going forward, as I mentioned previously, we had $3.9 million of costs associated with the establishment of our public company infrastructure in the fourth quarter. This is primarily professional services and headcount additions related to our IPO, which we will continue to build out in 2025. Also following the completion of our IPO, we have become a federal and state income taxpayer and anticipate a blended tax rate in the low to mid 20% range. Both the corporate costs and the increase in taxes will impact comparability in subsequent quarters.


Turning to our balance sheet and liquidity, we’re very pleased with our strong financial position following our successful IPO in January. Importantly, we utilized most of the primary proceeds from the offering to pay down borrowings on our revolving credit facility. As of March 14, 2025, borrowings on the revolving credit facility were $195.7 million with a borrowing base of $723.5 million. We had availability under the revolving credit facility of $527.7 million.


We’re working to integrate the businesses post merger and expect a near term increase in working capital in the first half of 2025. As we’ve stated before, we’ll be thoughtful and maintain tight capital discipline when considering any future investments. On the capital allocation front, as noted in our press release, we are considering the initiation of a small, sustainable dividend to return capital to shareholders over time.

In summary, the business delivered solid performance in 2024, ending the year with the fourth quarter in line with our expectations.

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As Joe Bob mentioned, we saw 10% pro forma revenue growth in 2024 versus 2023. Reviewing the EIA production data, this compares to only 2% to 3% growth in U.S. oil production over the same period, illustrating our thesis that our business can grow in a relatively flat production environment.

 

As we continue to collaborate with our customers, we’re seeing new opportunities to grow our partnerships and business every day. On high pressure gas lift, we are seeing increased orders with multi-year contract terms as customers further prove out and realize the significant benefits of our technology within their operations. In vapor recovery, we are uncovering new opportunities as more midstream customers are recognizing the value in capturing and selling methane emissions from their operations. As a result, our expectations for 2025, as we laid out during the IPO, are unchanged as we continue to execute against our strategy.

 

Back to you, Joe Bob.


Joe Bob Edwards


Thanks Jon.

 

As we’ve highlighted this morning, we accomplished a tremendous amount in 2024 and, absent any significant, unforeseen changes in the market, 2025 is setting up to be another strong year for Flowco. Turning now to guidance, for the first quarter of 2025, we expect Adjusted EBITDA of $74 million to $78 million.


Before I open up the call to Q&A, I want to acknowledge and thank a number of people that have been instrumental in our success and vital throughout the IPO process, our advisors, the lawyers, bankers, consultants and other people that worked so incredibly hard to help us prepare the process and guided us through investor meetings and pricing. Thank you for your impressive work in helping us execute our very successful IPO. To our private equity sponsors at GEC, White Deer and Genesis Park, your unwavering support over the years is much appreciated. We look forward to many successful years of partnership in the next phase of Flowco’s journey.

 

To our customers, thank you for supporting each of our industry-leading brands through our merger last year and your ongoing support as a combined Company operating under the Flowco banner. And importantly to my Flowco employee family, including the large number of Flowco employee owners, thank you for your friendship, thank you for your trust, and thank you for your partnership. Together, let’s continue to innovate and build upon Flowco’s position as a pure play provider of production optimization solutions to the Oil and Gas industry. We accomplished a tremendous amount together in the last 12 months, but there is a lot of work still to be done.

 

Lastly to our new investors, who made our IPO a reality, thank you for the confidence you have placed in our Management Team and the trust you have bestowed upon us to manage your investment in Flowco. We will work tirelessly to earn that trust every day and vow to never take that support for granted. We look forward to working with you along with our covering analysts, and I look forward to seeing many of you tonight and tomorrow at the Piper Sandler conference in Las Vegas.


With that, I’ll turn it back over to the Operator for Q&A.

 

Operator

 

Thank you. We’ll now be conducting a question-and-answer session. If you’d like to ask a question at this time, you may press star, one from your telephone keypad, and a confirmation tone will indicate your lines is in the question queue.

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You may press star, two if you’d like to withdraw your question from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star key. One moment please while we poll for the first question. Thank you.

 

Thank you, and our first question comes from the line of Arun Jayaram with JP Morgan. Please proceed with your questions.

 

Arun Jayaram

 

Good morning gentlemen. My first question…

 

Joe Bob Edwards


Morning Arun, how are you doing?

 

Arun Jayaram

 

I’m doing well, doing well. Good to see your report this morning.

 

Just general questions we’ve been getting from the buy side on Flowco is quite a bit has changed since the IPO in terms of the macro environment with some tariffs, as well as the potential resolution of the Ukraine-Russia conflict. I guess our broader question, we heard the commentary on 1Q guidance essentially in line, at least with our forecast, and Jon mentioned that your overall expectations are largely unchanged from the IPO commentary; but I did want to see if we could dig into 2025 as a whole just in the context as we have seen some softer forecasts from your OFS peers and just general commodity price uncertainty for upstream operators.

 

Joe Bob Edwards


Yes, happy to elaborate, Arun. Look, a lot has changed since we went public roughly, what six weeks ago or so, but at the same time a lot is the same. Our story is the same, we are levered to production volumes, not the vagaries and volatility associated with drilling and completion expenditures. Commodity prices certainly matter, geopolitical events certainly matter, but what I am optimistic about is the durability of the U.S. Shale business.

 

We’ve gone from 5 million, 6 million barrels a day 10 years ago to where we are today leading the world, and with the consolidation that’s taken place among our customer base, the outlook seems much less volatile. I think the customers that are prosecuting the shale developments today are taking a manufacturing approach, they’re taking a multi-year view, and so I am encouraged by where we sit within the industry today.

 

Certainly things like tariffs being put on and off inside of a matter of days make it really hard to operate, but I would highlight actually our domestic supply chain as a defensive mechanism against volatility in the tariff regimes, and also the fact that we don’t rely on far-flung supply chains for critical materials. Everything is sourced here domestically. We maintain our own ability to ramp up and ramp down our growth capital expenditures because we control our destiny through our manufacturing facilities.

 

Look, in a world that has undoubtedly become a little less stable, I like where we sit.

 

Arun Jayaram

 

Great, thanks for that.

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My follow-up is just on margins. You guys had strong margin performance, call it 150 basis points of margin expansion in Production Solutions sequentially and over 400 in Natural Gas Technologies. Could you give us a sense of how you think about margin progression over the balance of 2025?

 

Joe Bob Edwards


Yes, look, the margin progression is really a function of, I’d say two things, obviously mix and pricing, and the mix shift in our top revenue, Arun, is trending more toward rental, less towards sales. Product sales come at a lower margin than equipment rental, so I think you’ll see margins continue to bleed higher, and that’s just as a result of our growth capital investment in our surface equipment fleet across high pressure gas lift and vapor recovery systems.

 

Arun Jayaram

 

Great. Thanks a lot, gentlemen.

 

Joe Bob Edwards


Thank you.

 

Operator

 

Our next question is from the line of Lloyd Byrne with Jefferies. Please proceed with your questions.

 

Lloyd Byrne

 

Hey, good morning Joe Bob, Jon and team.

 

Joe Bob Edwards


Morning.

 

Lloyd Byrne

 

I was wondering if you guys could just comment on administration policy and how that impacts the VRU. Is there anything in the IRA or waste emissions that would change the nat gas trajectory going forward, or the VRU?

 

Joe Bob Edwards


Yes, Lloyd, good to hear from you. Thanks for the question. It’s something obviously we track closely. Let me remind everyone what we do and why it matters, and why we’re not particularly concerned about the volatility that this new administration is introducing to this sector.

 

Our Vapor Recovery Systems are deployed by Oil companies to capture highly profitable molecules that were previously seen as waste product, okay? The presence of natural gas handling capability at the wellhead, as well as natural gas takeaway capacity out of in particular the Permian has led to this type of product, our vapor recovery system at these large pads that are being brought on. These are standard equipment nowadays. The equipment deployment is highly profitable virtually at any gas price, but at today’s gas price in particular, gas with a four-handle on it actually feels a lot better than down in the twos, where we were a year ago.

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The Inflation Reduction Act enacted by the Biden administration did have a waste emissions charge in it which was scheduled to come into play in 2025. We saw that—we continue to see that, should it actually survive, as a tailwind on top of the economic benefits that our Vapor Recovery Systems provide, because with waste emissions charges comes effectively taxation on operators, and so that would just increase demand for products that would eliminate fugitive methane emissions like Vapor Recovery Systems To the extent that those get rolled back, that does not impact at all the financial viability of our product. In many ways, it makes what we do a little less murky because we then have a level playing field without any sort of government intervention.

 

We’re going to continue to keep our head down and offer the industry’s leading solution in that area, and our customers hopefully will continue to support us in deploying more units over time.

 

Lloyd Byrne

 

That’s great, thanks.

 

Let me follow up too with—I think maybe it as Jon who mentioned that VRU is finding incremental customers in the midstream. Can you just talk about the potential there, or the potential to take it to other pieces of the oil infrastructure as well?

 

Joe Bob Edwards


Yes, so historically our business has been built on the back of upstream operators utilizing this technique to capture vapors at central gathering facilities, okay, so very much a system—a business model that was built in and around upstream facilities operations, okay? Obviously as you move further down the natural gas delivery system, you have various points of potential methane leakage all along pipeline systems, compressor stations, even all the way down to where gas is either being consumed or liquefied for export.

 

We’re looking at that entire value chain today as additional end market demand centers, in particular the midstream space, largely the pipeline operators that have lots of concentration of emissions around certain points in the delivery system as a next leg of growth for Flowco. We think that some of the largest operators in the U.S., pipeline operators in the U.S. will see value in this sort of technology deployment, and we’re talking with all of them, so I hope to see some positive news on that sometime during 2025.

 

Lloyd Byrne

 

That’s great. Thank you team.

 

Operator

 

Thank you. As a reminder, to ask a question at this time, you may press star, one from your telephone keypad.

 

The next question is from the line of Derek Podhaizer with Piper Sandler. Please proceed with your questions.

 

Derek Podhaizer

 

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Hey, good morning guys, and welcome to the public markets and the call. Congratulations.

 

Joe Bob Edwards


Thank you Derek.

 

Derek Podhaizer

 

Just wanted to dig into, maybe by your customer base with HPGL, so obviously you talked about it a little bit, Joe Bob, but we’ve seen that wave of ENP consolidation. Maybe could you talk to how that impacts Flowco and the adoption of HPGL, and then maybe how we should think about incremental or new customer adds for 2025, so just some thoughts around your customer base for HPGL specifically.

 

Joe Bob Edwards


Yes, so let me start at a high level, Derek, and remind everyone what we’re talking about and what we’re looking at. Rystad, which is, I think, one of the better research groups out there, sizes the North American—or excuse me, the U.S. onshore artificial lift market at roughly $6 billion to $7 billion, okay, and only half of that market is serviced by Flowco, so that’s high pressure gas lift, gas lift, traditional gas lift and plunger lift. The other half is serviced by ESP and rod lift, okay? We happen to be in and among the faster growing sectors of artificial lifts and we’re really happy to be market leaders in each of the forms of lifts that we actually offer our customer base.

 

Our high-pressure gas lift offering in particular is our fastest growing offering. We were pioneers in developing this technique alongside a couple of Oil company clients, and we enjoy a market leading position and a customer base of everyone that you would know. What we have done to build that business, Derek, is what we’re going to continue to do to expand it, and that is we’re going to push the technical envelope in terms of what the system can do, where it’s applicable, how it can actually expand on what it’s good at, which is producing high flow shale wells in really tough situations, you know, lots of sand, lots of gas. These are areas and operating environments where ESPs are not comfortable, right, so we’ll continue to push that operating envelope every day through technology development, as well as through just good old trial and error with customers.

 

The customer base is sort of who you would expect, it’s the technology leaders in the U.S. onshore. We count among our customers the 60 largest and more financially secure Oil companies in the U.S., but we have over 300 customers as a Company, so we continue to go to the customers that are not users of HPGL and tell them the benefits of it specifically against ESPs.

 

Now, we’ve built a heck of a mousetrap, if you will, with an HPGL, but I want to be very clear that there’s a big market out there for ESPs where HPGL is not the right technical solution. We think that today we have pushed the envelope enough to where we can penetrate roughly 40% of the total available market for ESPs and HPGL. There’s going to be a sector of the market, Derek, where an ESP is always going to be the right solution, okay, conventional reservoirs, water floods, areas where you don’t have the flow rates that an HPGL requires to actually be deployed. We’re going to continue to look at that market, we’re going to continue to look at our solution and how we can expand it, and yes, get after it one customer at a time to try to have additional penetration.

 

Derek Podhaizer

 

Great, that’s good color. I appreciate that.

 

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This question might be for Jon, but just wanted to talk about the free cash flow outlook, or maybe the moving pieces as we look into 2025. Obviously you said similar CapEx year-over-year, increase in working capital in the first half. Maybe if you can break it down how we should think about growth versus maintenance CapEx and then maybe the conversion rates from EBITDA down into free cash flow for 2025.

 

Jon Byers


Yes, so we’re not going to give any full-year guidance. I think everything is still in line with the expectations that we had laid out in the Road Show.

 

Derek Podhaizer

 

Got it, okay. Fair enough. I’ll turn it back. Thanks guys.

 

Operator

 

Thank you. Once again as a reminder, if you’d like to ask a question today, you may press star, one from your telephone keypad.

 

The next question comes from the line of Phillip Jungwirth with BMO Capital Markets. Please proceed with your questions.

 

Phillip Jungwirth

 

Yes, thanks. Good morning guys. Wondering if you could discuss the e-Grizzly unit which you called out in the press release, first electric multi-well high-pressure gas lift unit, and just what’s the opportunity set here and what are the benefits to customers from either an electric motor or multi-well model, which in this case it’s both?

 

Joe Bob Edwards


Yes, hey Phil, thanks for the question and good to hear from you.

 

You know this, but just to level-set for everybody, a compressor can be powered by either electricity or natural gas-fired engine, right, and we have a mix of both throughout our fleet. As we developed the high-pressure gas lift capability, we developed both the ability to deploy compression and our technique of high-pressure gas lift via either an electric motor or a natural gas engine.

 

The technique was developed for one well bore, okay, so one point of compression, one well bore—yes, one unit, one well bore. Over time through technology development, we learned how to use one point of compression to lift multiple well bores, and we first deployed that capability with a natural gas-fired engine and then over time developed the ability to provide that solution with an electric motor. It’s going to be fit for purpose for places where operators have embedded power infrastructure, they have the ability to actually utilize an electric fired compression unit, and we’re just in the early days of rolling that out and we’re getting good customer reception as we do so. But it’s going to be customer-by-customer based on power availability, and also obviously the size of the well pad that they’re bringing online.

 

Phillip Jungwirth

 

Okay, great. Then wondering if you could also talk through the Company’s vertically integrated manufacturing operation and supply chain logistics, and just how does this help you reduce execution risk and then anything to note in terms of inflationary pressures across the key components and how that’s managed?

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Joe Bob Edwards


We manufacture all of our equipment in the United States. We really have four centers of excellence, Kilgore, Texas, El Reno, Oklahoma, Lafayette, Louisiana, and Houston, Texas, where we manufacture everything from down-hole components to surface equipment packages. The critical components that we have, Phillip, are sourced from domestic sources largely. Those domestic sources, of course, have their own supply chains, some of which have some international exposure; but as we think about tariff exposure, as we think about supply chain risk, we’ve all lived through situations where the risk on both of those are way higher, okay?

 

I think we have a little bit of an embedded benefit around two fronts: number one, we can ramp up and ramp down capital investment very quickly, based on the fact that we control it all in-house, okay? We estimate at any given time, we have about six months of capital at risk in our delivery schedule. Number two, we think that our competitors, where it’s a competitive technology or a similar technology sourced overseas, we think our competitors have more exposure on the tariff front, so we think that in a very dynamic market, we sit at a place that’s pretty comfortable and we like where we sit.

 

Phillip Jungwirth

 

Great, thanks guys.

 

Operator

 

Thank you. The next question is from the line of David Smith with Pickering Energy Partners. Please proceed with your questions.

 

David Smith

 

Hey, good morning, and thank you for taking my question.

 

Joe Bob Edwards


Hey David.

 

David Smith

 

A lot of good questions have been asked already, so I’ll go in a different direction. Given your history of successful M&A as well as the lower valuations we’re seeing across at least the public OFS space here to date, wanted to ask for any color on how you’re thinking about potential acquisition opportunities, or whether you’ve seen any meaningful changes in the asking levels across the private space.

 

Joe Bob Edwards

Yes, look, this business, I think is very well positioned to be a market leader in one market niche, which is the ability to handle production, the ability to sustain production, the ability to work with Oil and Gas companies to increase and maintain production with innovative technologies. Importantly, we don’t offer every unique technology to every Oil company on the planet, right, so there is a big world out there, David as you know, and we’re constantly on the lookout for innovative technologies, like-minded management teams that see the world the same way we do, customer-focused, technology-oriented businesses. M&A has always been part of our strategy.

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The business was really formed to be M&A and combining three companies that checked all those boxes that I just mentioned; and yes, we have an M&A pipeline, it will be part of our strategy.

 

As we said on our Road Show and I want to repeat now, we want to get through today. We want to get through the ability to report earnings, and certainly M&A will be part of a process. I also want to be real clear, though, we are fortunate to be traded at what I think is a very nice, attractive valuation level. It can never be high enough, and you’re right, you’ve alluded to it, David, the M&A markets are significantly below that. We are going to be very disciplined with capital, okay? We are a returns-oriented Management Team. Our Board incentivizes us and we’ve all built our careers around being good stewards of capital, so as I said on the road and I’ll say it again here, just because something is accretive to earnings doesn’t mean it’s accretive to returns, and we want to do returns-accretive M&A in areas that make sense. If we can find situations like that with like-minded management teams, we’re all in.

 

David Smith

 

Really appreciate that color. I guess the only related question I have is if you could please remind us on your comfort level around the leverage, particularly with that M&A question in mind.

 

Joe Bob Edwards


Yes, we really like where our balance sheet sits today. We’ve got plenty of availability. We also are not—we understand financial engineering and the ability to utilize leverage to drive returns, but none of us are excited to try out the limits of that. We are envious of other balance sheets that have less leverage than us, but we’re going to continue to be prudent, David. We’ve lived through enough of this industry to know that leverage can really get you into hot water, and none of us is looking forward to getting into that boat.

 

David Smith

 

Great, that’s all I had. Thank you.

 

Operator

 

Thank you. Once again as a reminder, you may press star, one to ask a question at this time. We’ll pause a moment to assemble the queue. Thank you.

 

Thank you. At this time, I’ll turn the floor back to Joe Bob Edwards for closing remarks.

 

Joe Bob Edwards


Excellent. Well, thank you all, appreciate you turning in. Look forward to seeing you all in the weeks to come. Appreciate it.

 

Operator

 

Thank you. This will conclude today’s teleconference. You may disconnect your lines at this time. Thank you for your participation.

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