FLOC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-06

• On March 2, 2026, we completed the previously announced agreement to acquire all of the issued and outstanding equity interests of Riverstone Oilfield Services and Equipment, Inc., a Delaware corporation (the “Acquired Company”), from Riverway Group, a Cayman Islands exempted company with limited li…

• 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 Agree…

• We believe this acquisition (the “Valiant Acquisition”) strategically diversifies our complementary fleet within the Production Solutions segment and allows for significant expected synergies to our already vertically integrated business models across the long life production stages of a well. For a…

• 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…

• 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 m…

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• We consummated our IPO on January 15, 2025, in which we issued and sold 20,470,000 shares of our Class A common stock at a price of $24.00 per share, resulting in net proceeds to us of approximately $461.8 million, after deducting the underwriting discount of approximately $29.5 million.

• The results of operations discussed in this Quarterly Report include those of Flowco LLC prior to the completion of the Transactions, including the IPO. As a result, the historical consolidated financial data may not give you an accurate indication of what our actual results would have been if the t…

• On July 4, 2025, the OBBBA was enacted into law in the United States (“U.S.”). The OBBBA makes permanent many of the tax provisions enacted in 2017 as part of the Tax Cuts and Jobs Act, which were set to expire at the end of 2025.

• Specifically, the OBBBA includes provisions that, beginning in 2025, make permanent full expensing of tangible personal property and restore favorable tax treatment for certain business provisions. This legislation has multiple effective dates, with certain provisions effective starting in 2025 and …

• In July 2025, we entered into an asset purchase agreement with Archrock, Inc., pursuant to which we acquired certain HPGL and VRU systems, the related customer contracts and inventory for $71 million in cash. This transaction closed on August 1, 2025.

Text added vs the prior filing · source: 10-Q · 2026-05-06

• We did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve,

• complete, accurate and timely financial accounting, reporting and disclosures. Additionally, we did not design and maintain effective controls over the preparation and review of account reconciliations and journal entries, including maintaining appropriate segregation of duties for all significant a…

• We have taken, and will continue to take, steps to address the material weaknesses, including:

• We have hired, and will continue to hire, additional accounting, internal audit, and information technology personnel to establish effective processes and controls, including establishing appropriate segregation of duties;

• We have developed, and continue to refine, formal accounting policies, procedures and controls related to the period-end financial reporting process including designing and maintaining controls over account reconciliations, journal entries, and financial reporting and disclosures;

Text removed vs the prior filing · source: 10-Q · 2025-11-05

• We did not design and maintain effective controls related to the period-end financial reporting process, including designing and maintaining formal accounting policies, procedures and controls to achieve, complete, accurate and timely financial accounting, reporting and disclosures. Additionally, we…

• These material weaknesses could result in misstatements of substantially all of our accounts or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

• We continue to take steps to address the material weaknesses, including the following:

• hiring, and continuing to hire, additional accounting, internal audit, and information technology personnel to establish effective processes and controls, including establishing appropriate segregation of duties;

• developing formal accounting policies, procedures and controls related to the period-end financial reporting process including designing and maintaining controls over account reconciliations, journal entries, and financial reporting and disclosures;

Text added vs the prior filing · source: 10-Q · 2026-05-06

• We are no longer a “controlled company” within the meaning of the rules of the NYSE.

• Following the consummation of the offering of our Class A common stock by certain affiliates of GEC in March 2026, we are no longer a “controlled company” within the meaning of the rules of the NYSE. However, even though we are no longer a “controlled company,” during a one-year transition period we…

• the requirement that our Board be composed of a majority of independent directors;

• the requirement that our Compensation Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement that our Nominating and Corporate Governance Committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.