v3.26.1
Summary of Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated financial statements accompanying these notes include the financial statements of the Company, all entities that are wholly owned by the Company and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated in the consolidation process. The unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, results of operations, and cash flows for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year.

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, Flowco LLC and its consolidated subsidiaries. Flowco LLC meets the definition of a variable interest entity (“VIE”) for which the Company is considered the primary beneficiary due to its sole decision-making authority that controls significant activities of Flowco LLC and its obligation to absorb losses and receive benefits of the operations of Flowco LLC.

The redeemable non-controlling interests in the condensed consolidated statements of income for the three and six months ended June 30, 2026, represent the portion of earnings attributable to the economic interest in Flowco LLC held by the Continuing Equity Owners. The redeemable non-controlling interests in the condensed consolidated balance sheets as of June 30, 2026, represents the portion of the net assets of the Company attributable to the Continuing Equity Owners, based on the portion of the LLC Interests owned by such unit holders. As of June 30, 2026, the combined economic interest of redeemable non-controlling interests was 51.3%.
Use of Estimates

Use of Estimates

In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Items subject to estimates and assumptions include revenue recognition, allowance for credit losses, inventory reserve, impairment of goodwill, intangible assets and long-lived assets, stock-based compensation, useful lives of property, plant and equipment and intangible assets, estimation of contingencies, the incremental borrowing rate applied in lease accounting, the fair value of equity awards, tax valuation allowance and probability of making payments under the TRA (as defined in Note 11 – Income Taxes and Tax Receivable Agreement), among others. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities, and measurement of revenues and expenses. To the extent there are material differences between these estimates, judgments, or assumptions and actual results, the Company’s condensed consolidated financial statements will be affected.
Revisions of Previously Issued Financial Information

Revisions of Previously Issued Financial Information

During the preparation of this Quarterly Report, management identified an error related to the accounting for certain cash distributions made by Flowco LLC to the Continuing Equity Owners. The distributions were recorded as reductions of retained earnings attributable to the Company rather than as reductions of redeemable noncontrolling interest attributable to the Continuing Equity Owners. Because the Company performs period-end adjustments to allocate Flowco LLC’s underlying book equity between the controlling and noncontrolling interests and to subsequently adjust redeemable noncontrolling interest to its redemption value, correcting the distribution classification also changed the presentation of the related subsequent-measurement adjustments among redeemable noncontrolling interest, additional paid-in capital, and retained earnings. The revisions also corrected the presentation of the first quarter 2025 subsequent remeasurement of redeemable non-controlling interests that was previously included in ‘IPO and the Transactions’ rather than ‘subsequent measurement of redeemable non-controlling interests’. The distribution classification revision, the resulting changes to the amount and the allocation of the related subsequent-measurement adjustments and the correcting first quarter 2025 presentation revision are collectively referred to as the “Error.”

The Error impacted the previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025; as of and for the three and nine months ended September 30, 2025; and the three months ended March 31, 2026, as well as the previously issued audited consolidated financial statements as of and for the year ended December 31, 2025. All previously issued financial statements impacted by the Error are, collectively, referred to as the “Prior Financial Statements.”

As of June 30, September 30, and December 31, 2025, the Error resulted in additional paid-in capital being overstated and retained earnings being understated by $18.1 million, $23.7 million, and $28.5 million, respectively. The Error did not affect the ending balance of redeemable noncontrolling interest or total stockholders’ equity at any of those reporting dates. As of March 31, 2026, the Error did not affect the ending balances of redeemable noncontrolling interest, additional paid-in capital, retained earnings, or total stockholders’ equity.

Management evaluated the impact of the Error in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99, Materiality, SAB No. 108, Section N to Topic 1, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements, and ASC 250, Accounting Changes and Error Corrections. Based on both quantitative and qualitative considerations, management concluded that the Error was not material, individually or in the aggregate, to the Prior Financial Statements. The Error did not affect total stockholders’ equity, total consolidated equity inclusive of redeemable noncontrolling interest, consolidated net income, net income attributable to the Company, earnings per share, adjusted EBITDA, cash flows, liquidity, ownership percentages, or the economic rights of the Company or the Continuing Equity Owners. However, to correct the classification and presentation of the affected amounts, the Company has revised, or will revise, the Prior Financial Statements when

they are next presented. The revisions were limited to the presentation of the affected redeemable noncontrolling interest, additional paid-in capital, and retained earnings activity within the equity rollforwards in the Prior Financial Statements and, as of June 30, September 30 and December 31, 2025, the related ending balance sheet classification between additional paid-in capital and retained earnings.

A summary of the revisions to the previously filed unaudited condensed consolidated balance sheet as of June 30, 2025, is presented below (in thousands):

As of June 30, 2025

 

As Reported

 

 

Adjustment

 

 

As Revised

 

Class A common stock

 

$

 

3

 

 

$

 

—

 

 

$

 

3

 

Class B common stock

 

 

 

6

 

 

 

 

—

 

 

 

 

6

 

Additional paid-in capital

 

 

 

18,113

 

 

 

 

(18,113

)

 

 

 

—

 

Retained earnings

 

 

 

132,227

 

 

 

 

18,113

 

 

 

 

150,340

 

Total stockholders' equity to Flowco Holdings Inc.

 

$

 

150,349

 

 

$

 

—

 

 

$

 

150,349

 

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the three months ended June 30, 2025, is presented below (in thousands):

Three Months
Ended
June 30, 2025

 

As Reported

 

As Revised

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

Distribution to Members

 

$

—

 

$

—

 

$

(18,792)

 

$

(18,792)

 

$

—

 

$

—

Impact due to change in
   ownership percentage

 

$

(15,137)

 

$

15,137

 

$

—

 

$

—

 

$

—

 

$

—

Subsequent measurement of
   redeemable non-controlling
   interests

 

$

(517,766)

 

$

—

 

$

517,762

 

$

(514,111)

 

$

(2,976)

 

$

517,083

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the six months ended June 30, 2025, is presented below (in thousands):

Six Months
Ended
June 30, 2025

 

As Reported

 

As Revised

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

IPO and the Transactions

 

$

71,129

 

$

434,511

 

$

—

 

$

—

 

$

434,511

 

$

—

Distribution to Members

 

$

—

 

$

—

 

$

(18,792)

 

$

(18,792)

 

$

—

 

$

—

Impact due to change in
   ownership percentage

 

$

(15,137)

 

$

(55,992)

 

$

—

 

$

—

 

$

—

 

$

—

Subsequent measurement of
   redeemable non-controlling
   interests

 

$

223,213

 

$

(364,704)

 

$

141,487

 

$

297,997

 

$

(438,809)

 

$

140,808

A summary of the revisions to the previously filed unaudited condensed consolidated balance sheet as of September 30, 2025, is presented below (in thousands):

As of September 30, 2025

 

As Reported

 

 

Adjustment

 

 

As Revised

 

Class A common stock

 

$

 

3

 

 

$

 

—

 

 

$

 

3

 

Class B common stock

 

 

 

6

 

 

 

 

—

 

 

 

 

6

 

Additional paid-in capital

 

 

 

55,539

 

 

 

 

(23,703

)

 

 

 

31,836

 

Retained earnings

 

 

 

315,410

 

 

 

 

23,703

 

 

 

 

339,113

 

Total stockholders' equity to Flowco Holdings Inc.

 

$

 

370,958

 

 

$

 

—

 

 

$

 

370,958

 

 

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the three months ended September 30, 2025 is presented below (in thousands):

Three Months
Ended
September 30, 2025

 

As Reported

 

As Revised

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

Distribution to Members

 

$

—

 

$

—

 

$

(4,911)

 

$

(4,911)

 

$

—

 

$

—

Subsequent measurement of
   redeemable non-controlling
   interests

 

$

(180,753)

 

$

2,790

 

$

177,963

 

$

(175,842)

 

$

(2,800)

 

$

178,642

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the nine months ended September 30, 2025 is presented below (in thousands):

Nine Months
Ended
September 30, 2025

 

As Reported

 

As Revised

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

IPO and the Transactions

 

$

71,129

 

$

434,498

 

 

—

 

$

—

 

$

434,498

 

$

—

Distribution to Members

 

$

—

 

$

—

 

$

(23,703)

 

$

(23,703)

 

$

—

 

$

—

Subsequent measurement of
   redeemable non-controlling
   interests

 

$

27,323

 

$

(417,906)

 

$

319,450

 

$

122,155

 

$

(441,609)

 

$

319,450

A summary of the revisions to the previously filed audited consolidated balance sheet as of December 31, 2025, is presented below (in thousands):

As of December 31, 2025

 

As Reported

 

 

Adjustment

 

 

As Revised

 

Class A common stock

 

$

 

3

 

 

$

 

—

 

 

$

 

3

 

Class B common stock

 

 

 

6

 

 

 

 

—

 

 

 

 

6

 

Additional paid-in capital

 

 

 

69,279

 

 

 

 

(28,548

)

 

 

 

40,731

 

Retained earnings

 

 

 

159,338

 

 

 

 

28,548

 

 

 

 

187,886

 

Total stockholders' equity to Flowco Holdings Inc.

 

$

 

228,626

 

 

$

 

—

 

 

$

 

228,626

 

A summary of the revisions to the previously filed audited consolidated statement of redeemable non-controlling interests and stockholders’/members’ equity for the year ended December 31, 2025, is presented below (in thousands):

Twelve Months
Ended
December 31, 2025

 

As Reported

 

As Revised

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

IPO and the Transactions

 

$

71,129

 

$

434,498

 

$

—

 

$

—

 

$

434,498

 

$

—

Distribution to Members

 

$

—

 

$

—

 

$

(28,548)

 

$

(28,548)

 

$

—

 

$

—

Subsequent measurement of
   redeemable non-controlling
   interests

 

$

194,652

 

$

(419,143)

 

 

153,359

 

$

294,329

 

$

(447,691)

 

$

153,359

 

A summary of the revisions to the previously filed unaudited condensed consolidated statement of redeemable non-controlling interests and stockholders’ equity for the three months ended March 31, 2026, is presented below (in thousands):

Three Months
Ended
March 31, 2026

 

As Reported

 

As Revised

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

 

Redeemable Non-Controlling Interests

 

Additional
Paid-In
Capital

 

Retained Earnings

Distribution to Members

 

$

—

 

$

—

 

$

(14,842)

 

$

(14,842)

 

$

—

 

$

—

Subsequent measurement of
   redeemable non-controlling
   interests

 

$

125,522

 

 

23,936

 

$

(149,458)

 

$

140,364

 

$

52,484

 

$

(192,848)

The Company has corrected the accounting and presentation in the accompanying condensed consolidated financial statements. Distributions to the Continuing Equity Owners and the related period-end ownership-allocation and redemption-value adjustments are appropriately reflected within redeemable noncontrolling interest, additional paid-in capital, and retained earnings. Additionally, the timeline for presenting the above revisions is as follows:

•
As of and for the three and six months ended June 30, 2025 – this Quarterly Report herein;
•
As of and for the three and nine months ended September 30, 2025 – the Company’s quarterly report on Form 10-Q for the three and nine months ended September 30, 2026;
•
As of and for the year ended December 31, 2025 – the Company’s annual report on Form 10-K for the year ended December 31, 2026; and
•
For the three months ended March 31, 2026 – the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2027.
Fair Value Measurements

Fair Value Measurements

Accounting standards applicable to fair value measurements establish a framework for measuring fair value and stipulate disclosures about fair-value measurements. The standards apply to recurring and non-recurring financial and non-financial assets and liabilities that require or permit fair-value measurements. Among the required disclosures is the fair-value hierarchy of inputs the Company uses to value an asset or a liability. The three levels of the fair-value hierarchy are described as follows:

•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date.
•
Level 2 inputs are those other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
•
Level 3 inputs are unobservable inputs for the asset or liability.

As of June 30, 2026, and December 31, 2025, the Company’s financial instruments primarily consisted of cash and cash equivalents, trade accounts receivable, trade accounts payable, and long-term debt. The book values of cash and cash equivalents, trade accounts receivable, and trade accounts payable are representative of fair value due to their short-term maturities. Our five-year senior secured revolving credit facility (the “Revolving Credit Facility”) applies floating interest rates to amounts drawn under the facility; therefore, the carrying amount of our Revolving Credit Facility also approximates its fair value. The estimated fair value of the Revolving Credit Facility is classified within Level 2 of the fair value hierarchy.

Recurring Fair Value Measurements

The Company did not have any assets or liabilities that were measured at fair value on a recurring basis as of June 30, 2026.

Non-Recurring Fair Value Measurements

The Company’s nonrecurring fair value measurements as of June 30, 2026 primarily relate to assets acquired and liabilities assumed in the Valiant transaction. These assets and liabilities were recorded at their estimated fair values as of their acquisition date. For more information, see Note 3 – Business Combination and Asset Acquisition.
Property, Plant and Equipment, Net

Property, Plant and Equipment, Net

Property, plant and equipment, net are stated at cost, net of accumulated depreciation. Depreciation of property, plant and equipment is provided over the estimated useful lives of the respective assets or groups of assets, using the straight-line method. Any property, plant and equipment acquired in connection with a business combination will be recorded at its fair value as of the acquisition date and depreciated over its remaining economic useful life using the straight-line method.

Expenditures for additions, major renewals, and betterments are capitalized, and expenditures for maintenance and repairs are charged to earnings as incurred. The estimated useful lives of major asset categories, which have been updated to incorporate the assets acquired from the Valiant Acquisition (described within Note 3 – Business Combination and Asset Acquisition) are as follows:

Buildings

 

40 years

Compressor and related equipment

 

10-15 years

Machinery and equipment

 

1-15 years

Furniture, fixtures and office equipment

 

3-7 years

Software

 

3-5 years

Vehicles

 

5 years

Land

 

Unlimited

Leasehold improvements

 

Lesser of useful life or lease term

When assets are retired or otherwise disposed of, the cost and the applicable accumulated depreciation is removed from the respective accounts and the resulting gain or loss is reflected in earnings.
Intangible Assets Other Than Goodwill

Intangible Assets Other Than Goodwill

Intangible assets that have finite useful lives are measured at cost less accumulated amortization and impairment losses, if any. Subsequent expenditures for intangible assets are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets. The Company's intangible assets, which have been updated to incorporate the assets acquired from the Valiant Acquisition (described within Note 3 – Business Combination and Asset Acquisition), are amortized using the straight-line method over their respective estimated useful lives below:

Trade Names

 

10 years

Customer Relationships

 

3-14 years

Customer Contracts

 

10 years

Non-compete agreement

 

3 years

Patent

 

20 years

Developed Technology

 

10-20 years

 
Recently Adopted Accounting Standards and New Accounting Pronouncements to be Adopted

New Accounting Pronouncements to be Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, companies will need to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The Company is still considering the impact of ASU 2024-03 on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. This update aims to improve consistency and comparability in financial reporting and will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Implementation of ASU 2025-03 requires a prospective application. The Company is currently reviewing the provisions of this update and does not expect the adoption of ASU 2025-03 to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 aims to better align current software development processes when considering capitalization of internal-use software costs. ASU 2025-06 is effective for public business entities for fiscal years beginning after December 15, 2027 and interim periods within those annual periods. The Company is currently evaluating the impact on its consolidated financial statements.

The Company considers the applicability and impact of all ASUs. ASUs not listed above were evaluated and determined to either be not applicable, already adopted and disclosed or not material upon adoption.