ProFrac Holding Corp. (ACDC)
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M&A Announcement

Jun 22, 2022

Operator

Greetings, and welcome to the ProFrac Holding Corp conference call. At this time, all participants are in listen only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Rick Black of Investor Relations. Thank you, Rick. You may begin.

Rick Black
EVP of Investor Relations, Dennard Lascar

Thank you, operator, and good morning, everyone. We appreciate you joining us for ProFrac Holding Corp's conference call and webcast to discuss our latest acquisition announcement and other recent developments. With me today is Ladd Wilks, ProFrac's Chief Executive Officer, Lance Turner, Chief Financial Officer, and Matt Wilks, Executive Chairman. There will be a replay of today's call that will be available via webcast on the company's website at pfholdingscorp.com, and there will also be a telephonic recorded replay available until June 29, 2022. For information on how to access these replays, additional features were included in yesterday's press release. The company has also posted a presentation regarding the acquisition announcement that can be found on the company's website under the Investor Relations tab on the Presentations page.

Please note that information reported on this call speaks only as of today, June 22nd, 2022, and therefore you are advised that any time-sensitive information may no longer be accurate as of any replay, listening or transcript reading. Also, comments on this call may contain forward-looking statements within the meaning of the United States federal securities laws, including management's expectations of future financial and business performance and statements about the anticipated benefits of our pending acquisitions. These forward-looking statements reflect the current views of ProFrac's management and are not guarantees of performance. Various risks and uncertainties and contingencies could also cause actual results, performance or achievements to differ materially from those expressed in management's forward-looking statements.

The listener or reader is encouraged to read ProFrac's prospectus, which can be found at sec.gov or on the company's Investor Relations section in the SEC Filings tab to understand certain of those risks and uncertainties and contingencies. Now I would like to turn the call over to ProFrac's CEO, Ladd Wilks. Ladd?

Ladd Wilks
CEO, ProFrac Holding Corp.

Hey, thanks, Rick, and good morning, everyone. We're pleased to have announced that we reached an agreement to acquire U.S. Well Services in a stock for stock transaction with an exchange ratio of 0.0561 shares of ProFrac Class A common stock for each share of U.S. Well Services Class A common stock. The acquisition is expected to be completed in the fourth quarter of 2022, subject to the satisfaction of customary closing conditions, including the approval of U.S. Well Services stockholders. As we said last week in our first quarter earnings call, we recognize the current environment is advantageous for our sector and we wanna use this opportunity to improve our through cycle positioning. The acquisition of U.S. Well Services solidifies ProFrac's position as the undisputed leader in electric hydraulic fracturing, which we believe represents the future of our industry.

In today's environment, we believe electric frac fleets provide improved efficiency, lower R&M costs, greater value, and lower overall costs of completion to our customers. It is a true win-win scenario for us, our customers, the environment and the communities in which we operate. We look forward to welcoming the U.S. Well Services team to the ProFrac family. We recognize the hard work of everyone to get to this point, and I'm excited to join forces and build upon the foundation that this team has established. By leveraging our scale and capabilities along with U.S. Well Services Clean Fleet technology, we intend to make ProFrac the electric frac provider in the U.S. U.S. Well has been a pioneer in the electric frac space.

As a combined company, we believe we can optimize the cost structure and further increase our scale to enhance the benefits of our vertical integration, driving greater free cash flow through the cycle. Now I'm going to hand the call over to Matt and he's gonna talk more about this acquisition and our strategy.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Thank you, Ladd. Our pending acquisition of U.S. Well Services would create the preeminent leader in next gen frac solutions in a combined company with 44 active fleets by the end of 2022. I'm going to start with the obvious merits of the deal. ProFrac's 31 fleets combined with U.S. Well's 6 fleets for a total of 37 active fleets. By the end of this year, when our three electric fleets that are currently under construction, combined with U.S. Well's four electric fleets that are also under construction, we expect to have 44 active fleets. Geographically, this will bring our fleet count in the Northeast up four fleets to a total of eight active fleets, while also adding a fleet to the Permian Basin and a fleet to the Rockies.

28 of those fleets or 63% of the combined company will be next-gen pumping technology, which we consider to be a Tier 4 or Electric. 12 of those fleets or over a quarter will be Electric, which will make us the largest electric fleet provider. We expect that this is approximately double the next largest electric fleet provider. The scale and competitiveness of the combined company will be incredible. We believe U.S. Well Services has the best technology in the industry for electric fleets. They have 40 issued patents and 70 active patent applications dealing with various details of the electric fleet process. Similar to what we saw in FTSI, U.S. Well Services has a lower profit per fleet than what we have been able to accomplish at ProFrac.

If we can successfully optimize the efficiency and the pricing of these fleets in the same manner that we did with FTSI, the value creation could easily exceed what we achieved with FTSI. ProFrac also brings the ability to apply its vertical integration strategy to U.S. Well Services, which we believe could result in approximately $35 million in cost synergies to be realized in 2023. This ranges from lower cost of major components that we manufacture, such as power ends, fluid ends, and high-pressure iron, all the way to the lower professional fees, duplicate public company costs, and even insurance savings from the scale and breadth of the combined company.

In addition to the potential profit uplift and the cost synergies, ProFrac has the ability to get to market quicker with its electric fleet offering, reduce the CapEx needed to build more e-fleets, and eliminate the license fee that we were planning to pay to U.S. Well Services for building more e-fleets. As a reminder, we paid U.S. Well Services $22.5 million in 2021, and prior to this acquisition, expected an additional $22.5 million in 2023. We estimate this transaction will be accretive from EBITDA to free cash flow in 2023 or sooner, depending on when the transaction closes. One of the more subtle reasons we like this deal is that we are acquiring the industry-leading intellectual property portfolio that gave rise to electric frac technology.

With the market's first e-fleet deployment in 2014, we believe electric fleets are the future and provide the value proposition the customer cannot ignore. At current commodity prices, we estimate that diesel costs of about $25 million or more per year to operate than an e-fleet. Even when considering the cost of natural gas, we think this dynamic drives greater e-fleet adoption in the coming years. Finally, there is the added benefit to the environment through significantly reduced emissions. As we have discussed before, we believe in optimizing every aspect of the business and consolidating services to maximize efficiencies and scale. Our ability to bundle and offer a suite of services, which include frac design, related services, frac sand trucking, chemical supply, logistics coordination, and real-time data reporting, is a differentiator for us in the marketplace.

We believe we have the lowest cost structure in the industry due to our vertically integrated business model and our relentless pursuit to become better through our strategic growth strategy, which we believe will enable us to outperform the industry. Before we turn the call over for questions, I'd also like to provide comments regarding the agreement for a bolt-on West Texas sand acquisition that we announced this week. The deal to acquire Signal Peak Silica's Permian Basin operation serves as another example of scaling our vertical integration strategy as we continue to consolidate supply chain components to better serve our customers, lower our costs, and improve our operating margins and profitability.

These Monahans assets, a well-regarded operation in the Permian Basin, would bring us a dedicated and dynamic workforce, and by the third quarter, would expand our total in-basin sand mines to three within the ProFrac portfolio. Monahans provides nearly 3 million tons of annual sand production capacity, 40, 70, and 100 mesh, and includes nearly 25,000 tons of on-site storage. Once closed, this transaction will bring our company-wide annual sand production capacity to approximately 6 million tons, which is expected to increase to approximately 8 million tons when we complete our West Munger facility in the Permian, which is expected to occur by the third quarter of 2022. As we have continually discussed, our plan is to continue to grow the company's footprint in the coming years and throughout the entire cycle.

To enable this continued growth, we have a two-pronged growth strategy, Acquire, Retire, Replace, combined with scaling our vertical integration operations. These two acquisitions, as well as the FTSI transaction, are clear examples of this strategy. As we continue to build additional scale and extend our scope of services at the wellhead, we can operate equipment safer, cheaper, more efficiently and longer. We think we can create value along the way, just like we did with FTSI. More importantly, we do this by replacing existing equipment and not expanding the total horsepower in the market. As I said last week on our earnings call, these are exactly the things that we believe make us stronger, better, more stable company throughout the cycle, so that we can deliver on what this space has missed for quite some time.

The ability to earn money the old-fashioned way, net income, and even more importantly, material free cash flow generation, which we hope to return back to investors. We believe ProFrac redefines what is possible in the oil field service industry and redefines what is possible for our investors. We are extremely grateful to have this opportunity to partner with you, and we will maintain our focus on driving meaningful shareholder value while generating real returns for our investors. With that, I will now turn the call over to the operator to take your questions. Thank you.

Operator

Thank you. We will now be conducting a question-and-answer session. If you would like to ask your question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. Participants using speaker equipment, it may be necessary to pick up your handset before pressing the star key. One moment please while we poll. Our first question comes from the line of Ian Macpherson with Piper Sandler. Please proceed with your question.

Ian Macpherson
Managing Director and Head of Oilfield Servies Research, Piper Sandler

Thanks. Good morning, gentlemen.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Good morning.

Ian Macpherson
Managing Director and Head of Oilfield Servies Research, Piper Sandler

I wanted to ask about the opportunity for optimizing the EBITDA on the U.S. Well fleet. Obviously, that profitability has been. It suffered from under scale, but I think also probably a different pricing framework than what you would intend to implement. Can you compare that opportunity and the challenges associated with that compared to what you've just accomplished with FTSI, which I think we all agree, kind of surprised positively in terms of timing and scope. What are your expectations for being able to reprice and optimize the EBITDA per fleet on the U.S. Well assets?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Yeah. You know, one thing I would point out with, you know, when you have companies that are doing equipment only and they're not providing their own supply chain, you know, this business is all about operating leverage and utilization. With utilization, you can dilute your fixed costs and. If you have any disruptions to that, it significantly impairs your profitability. I think that there is a lot of companies that are equipment only that have become vulnerable to the supply chain management in this industry. This is one reason why we've been so laser-focused on our supply chain and being able to, you know, bundle these services.

It's not just the contribution margin that's associated with sand, chemicals, and freight, but it's also the control of the pace and cadence of on-site operations by delivering things on time, just about every time. We think that with their current agreements that and a proper supply chain and getting in and supporting, that not only will we get the contribution margin, but we'll be able to restore the utilization rates where they need to be to earn the profitability that we know that they're capable of. In addition to that, around half of the contracts that they have will expire later this year or early next year.

The balance of those, what we love about the U.S. Well Services' customers is the feeling that we get is that they understand better than anyone exactly how much diesel savings they're benefiting from. When we look at it from our perspective, it looks like they're getting 100% of those savings. We hope and expect to have the opportunity to go in and continue the great partnership that they've established, that U.S. Well Services has established with those customers. To have a conversation about, you know, how much of those diesel savings should really be allowed. I think when you look at comparing an electric fleet and the diesel savings that they provide, you're really not competing against a conventional fleet by itself.

You're competing against a conventional fleet and the diesel they would consume. This, with diesel being over $4, dyed diesel being over $4 a gallon and what it looks like it's climbing, we think that this is an incredible value proposition that all the customers that are familiar with these fleets would be more than happy to have a conversation about what that looks like. We're really excited about moving forward and having those conversations, sitting down and running through the math and figuring out what is needed to make this platform successful and provide incredible, reliable service for these customers.

In addition to that, we're looking forward to benefiting from the contribution margin of the supply chain and then also, you know, going in and unpacking this operation and doing what we do best, quickly integrating companies. We've taken a conservative approach to how we see integrating these revenue synergies over the next three to six months, similar to the way that we forecasted with FTSI. Our focus and our efforts will be pulling that forward as quickly as possible, just like we did with FTS.

Ian Macpherson
Managing Director and Head of Oilfield Servies Research, Piper Sandler

Sounds good. Thanks, Matt. My other question I was gonna ask you, how, if at all, this acquisition is impacting your view towards the ProFrac standalone capital program going into next year? You're obviously. You have your first three Clean Fleets coming this year. We were anticipating and modeling an additional three fleets in 2023. Does this U.S. Well Services acquisition impact that growth CapEx cadence?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

As we look at 2023 and the CapEx, we're undecided on where we're going with that, on whether we're gonna build those or not. What I can tell you is that our intention is to not add any net horsepower to the industry.

Ian Macpherson
Managing Director and Head of Oilfield Servies Research, Piper Sandler

Fair enough. Thanks very much. Appreciate it.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Thank you.

Operator

Our next question comes from the line of Stephen Gengaro with Stifel. Please proceed with your question.

Stephen Gengaro
Managing Director and Senior Equity Research Analyst, Stifel

Thanks. Good morning, gentlemen.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Morning.

Stephen Gengaro
Managing Director and Senior Equity Research Analyst, Stifel

One of my two questions is a follow-up on Ian's. When you look at the U.S. Well Services assets, I think the four new builds have contracts before they're going to work and the five existing do. Do you have a sense for how you know, can you give us any color on where they're priced relative to the leading edge pricing that you would expect to achieve right now? Then maybe on top of that, do you have a desire to have things under long-term contract or in this market, would you prefer that they were shorter term?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

We've been very consistent about our thoughts on contracts and, you know, they don't function very well for a floor. You know, typically they're expected, you know, an operator signs them because they want a ceiling. Most of your creditors or investors and a lot of our peers look at the same contracts as providing a floor. They're comfort. That's what they are. They're comfort letters. As we look at them, we believe that going in and working with your partners so that it works for everybody is the right way to approach it. When we look at the pricing on those four new fleets, we believe that they're in line with what the industry is seeing.

But when you step in and you start looking for opportunities to add the contribution margin of your supply chain, we think they're you know that we will be able to get them in line in a reasonable but conservative timeframe. We're very careful about how we forecast, but very aggressive in our execution. We wanna make sure that we get in and you know we preserve our partnerships and do this in a very delicate way. But you know we love our customers and we love their customers, and so we wanna make sure that we're good stewards of those relationships.

We definitely do think that there's tremendous savings to be had with this platform and tremendous savings to be had from improved utilization rates. We think that there's incredible value in that we expect to deliver to these customers. In addition to that, we're looking forward to going in and having a conversation about the diesel and the diesel savings. You know, this is a very difficult and challenging business and even in the good times. But this is what we do. We're hungry for it. We like doing it, and we look forward to having these conversations.

Stephen Gengaro
Managing Director and Senior Equity Research Analyst, Stifel

Matt Wilks, do you think you could reprice the assets before they roll over?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

No. No, I think those conversations are not something that we're pursuing at this time. We think that we look forward to closing this transaction as soon as possible, and the sooner the better. Look forward to closing this and going straight to work, but not before.

Stephen Gengaro
Managing Director and Senior Equity Research Analyst, Stifel

Great. Thank you. The other question I just had was on the balance sheet. When you looked at the value creation that this acquisition brings to ProFrac, how did you sort of balance the debt levels you're taking on, right? Because one of the things that we've certainly seen from an investor perspective is they don't love leverage in this business, right? You're taking on debt, and I know the market's really strong, so you shouldn't be a problem. But how did you sort of balance that, I think you took on $200-ish million in net debt, with the benefits the acquisition brings?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

When we look at our leading edge and the guidance that we've provided for Q2, you know, when we look at this, we're still bringing on the contribution margin of our supply chain on our existing fleets. You know, with the acquisition of Signal Peak and the construction of the West Munger mine, we think that there's gonna be further opportunities to continue to get the contribution margin from our supply chain. Even if we had a flat market on pricing for these fleets, we believe we would still see an expansion to our earning power on a per fleet basis.

What we've done on planning for this is we maintained flat expectations for what we had modeled out running through our recent processes. You know, we definitely see some tremendous upside from here. When we look at the guidance that we've provided for Q2, not only does this transaction make sense on its merits alone with our previous guidance, but when you start looking at what we've released for or provided for Q2 and the continued contribution margin of our supply chain, that the amount of leverage that would be required, we expect to be significantly lower than what we've outlined.

Stephen Gengaro
Managing Director and Senior Equity Research Analyst, Stifel

Great. Thank you for the color.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Definitely. Thank you.

Operator

Our next question comes from the line of Don Crist with Johnson Rice. Please proceed with your question.

Don Crist
Equity Research Analyst, Johnson Rice

Morning, gentlemen. How are y'all today?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Doing good. How about you?

Don Crist
Equity Research Analyst, Johnson Rice

You know, hanging in there the best I know how. Can you talk about power options? I know the industry is kind of moved away from turbines, and they're kind of t rying to figure out what the best power option is for the electric fleets going forward. Optimally, it would be grid power, but I don't think we're there yet, and we're still a few years off. What are your thoughts on power options and how do you expect to tackle that in the next, call it two years or so?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

You know, when we look at grid, I think that, you know, it's seen as a zero emission or far enough away that it's, you know, close as you can get, I guess. We just don't see how it's very practical because the infrastructure you're setting up, what is essentially fixed infrastructure, for a temporary application.

It's gonna be very prohibitive and maybe occasionally available, but it's not something that will be available at scale. You know, when you look at turbines and the gas gen-sets, the reciprocating gas gen-sets, I think they're both great applications. It's a horses for courses, you know, solution that'll be different for every customer, for every region. However, we're working diligently on this and are very excited about what the power gen business provides. You know, look, there's a lot of technology that's born into oil and gas and eventually makes its way into other industries.

We think that this power gen and the technology and making it work in intermittent load situations is gonna have some crossover power. I think everybody forgets this. Like the first energy transition business was oil and gas, and it still is. We're excited about the opportunities and the development that's gonna happen with this platform. When we look at power gen, we're really excited about the opportunities. I can't say too much more except for stay tuned.

Don Crist
Equity Research Analyst, Johnson Rice

Fair enough. Obviously, you thought that the technology was very good, so you licensed it, you know, a year or so ago. I know that the patents have been defended several times successfully. Do you think that there's an opportunity to possibly license the tech to other pressure pumpers in the future, or is that something that you're not even considering at this point?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

You know, at this point, that may be something that we explore, but our intention is to keep this, you know, exclusive for now and really develop it and see where we can go looking at continuation patents, but really going in and expanding the scope of the application and looking for new use cases for each patent. As we move through it and work through and look at the operational efficiencies, there's just incredible what we have here with ProFrac, with the engineers, mechanical engineers, electrical engineers.

We're constantly reinventing ourselves and finding new ways to do things and we're really excited about being able to take that culture and put it on this technology and see where we can take this. We're excited about the patent portfolio, but at this time, we don't expect to really pursue any revenue opportunities from it. We just love the platform and love the exclusive access to it.

Don Crist
Equity Research Analyst, Johnson Rice

I appreciate all the color, and I'll turn it back. Thanks, guys. Thank you.

Operator

Our next question comes from the line of Tom Curran with Seaport Research Partners.

Tom Curran
Senior Equity Analyst, Seaport Research Partners

Good morning. A question on your pending acquisition of Signal Peak Silica. We know the total consideration is $90 million, but what will be the composition of that $90 million? Is it all stock, mixture of equity and cash? Any assumed debt?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Cash. It's all cash.

Tom Curran
Senior Equity Analyst, Seaport Research Partners

Great. Then, could you give us some color around the current utilization and contract mix for the Monahans Mine?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

So there's three contracts and it's. Most of them run out within the next, you know, I'd say, around the next nine months. When we look at those, what we're really excited about is we've kind of built a triangle out in West Texas with our sand mines.

From the logistics savings, being able to optimize that. Too many times we see situations where trucks will drive past three or four sand mines on the way to the pad they're supposed to unload at. It's incredibly inefficient with the fragmented ownership of these mines.

Getting the opportunity to get in and have a broadly distributed footprint where we have a sand mine in Monahans, Kermit, as well as in Lamesa, that gives us the ability to sit down with customers and have a conversation about, you know, how we bundle this up and provide a good give and take for making this work better for them, reduce the burden on the number of trucks that are in the industry driving over the roads, and reduce the overall miles that are driven. It's not just the cost of logistics and the distance to haul these loads, but it's the number of assets and the utilization of those assets. We highlighted previously with the Lamesa plant.

In Howard County, you only need about 30 trucks per fleet. If you run that same fleet from Kermit, it's gonna take 70 trucks and cost about $10-$12 more per ton. This is the same philosophy that we took in when we were evaluating this, the Monahans asset. This gives us the ability to go in and sit down with even those customers that we have contracts with and find a way to utilize the logistics savings to get us to a little bit better spot on where the market really is. I think that there's a good way to reconcile this and do it in a way that's commercially friendly for all parties involved. In addition to that.

Tom Curran
Senior Equity Analyst, Seaport Research Partners

Got it.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

It's the operational leverage where, you know, having three plants. I've got six dryers now. You know, when we look at a dryer that needs maintenance, you can go into a more routine maintenance cycle so that you have. You're able to provide more reliable, you know, production. You also have the ability to move those volumes from one plant to the next so that you can better serve your customers. This is all about reliable and consistent results and execution. That drives your overall fixed cost structure lower. We're very excited about having all three plants under the umbrella.

Tom Curran
Senior Equity Analyst, Seaport Research Partners

Makes sense. Detailed overview. Thank you. As you think about your vertical integration strategy going forward and what you still are looking to fill in, when it comes to the last mile and you know, mobile proppant management systems, are you planning to eventually either organically develop or bolt on any kind of solution there where you start offering, you know, silo or box systems as part of last mile services?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

You know, I mean, we look at everything, but I think it's. We've always focused on maintaining healthy relationships with all of our vendors. It's very similar to what we were talking about with power gen on whether it's turbines or reciprocating gas gen sets. It's really a horses for courses application. Some, you know, some operators like silos and some like boxes. We try to take an agnostic approach and maintain healthy relationships with everyone so that we can provide the best service and satisfy the needs of each of our customers in the way they like it best.

Tom Curran
Senior Equity Analyst, Seaport Research Partners

Thanks for taking my questions.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Thank you.

Operator

Our next question. The next question comes from the line of Chase Mulvehill with Bank of America. Please proceed with your question.

Saurabh Pant
Equity Research Analyst, Bank of America

Hi, guys. It's Saurabh on for Chase. Good morning.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Morning, Saurabh.

Saurabh Pant
Equity Research Analyst, Bank of America

Morning.

Hi. Obviously two transactions in two days, sand mine, and then the U.S. Well Services transaction, right? It then begs the question, how should we think about further appetite, right? Either on the frac side or just on the ancillary services side of sand, chemicals, whatever it is, right? How do you think about that going forward? Especially relative to the net debt you are taking on and the need to accrete cash on the balance sheet and just thinking about shareholder distribution going forward. How should we think about that going forward?

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Yeah. When we look at opportunities, it's all about making sure it fits the right criteria, that it doesn't bring on unnecessary burden on the company. That starts with looking at the pro forma leverage ratio, combined with the step up in performance and step up in results that we expect from the transaction. As we look at these two situations here, they're both accretive, both have the ability to provide substantial improvement on their standalone basis. It does it with a manageable and modest leverage ratio. As we look forward, we're very excited about being able to step in and improve that performance.

They also provide, when you look at adding horsepower, you end up underwriting your supply chain. You get the pull-through and the contribution margin, like we get more fluid ends. We're gonna have more power ends, more high-pressure iron, sell more chemicals, sell more sand. These, when we look at horsepower, are packages that allow us more commercial access to the marketplace. So we're very excited about that from that standpoint. First and foremost, this is about being good stewards of capital. We believe in this business, we believe in the acquisitions that we've put forward, and we will not compromise our values and compromise our financial strength. We also will not compromise our prioritization of profitability over growth.

We look very forward to continuing on that path and being able to go in and return capital to our stakeholders that we will not go after growth opportunities that compromise our ability to return capital to our stakeholders. There's number one, return capital to stakeholders. Two, manage a modest and shrinking level of leverage. Many times you can find both going after the right targets.

Saurabh Pant
Equity Research Analyst, Bank of America

Right. No, it's good to hear that. The reason I asked that question was, again, stock underperformed yesterday. It's again underperforming today. I'm just trying to think strategically, both transactions make sense, right? Some of the market is not appreciating that, and I'm guessing it's early days. For feedback, but I'm trying to think if the market is thinking about taking too much debt and just the delay in terms of cash return to shareholders. Again, that's just me thinking out loud, right? That's not a lot of feedback we've got already, right? Again, just it's early days.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

One thing I would say is that, you know, I think that there's been a great deal of, you know, trust destruction in this industry. When we look at how we execute and how we run this business, we're laser focused on the wellhead and generating free cash. We're fully confident in our ability to do that. Every day that goes by, that's just gonna grow, those opportunities are gonna grow. We're excited to be able to show that there are people in this industry that you can trust, and that you generate free cash flow and you focus on what matters, everything else will settle down and it'll be all right.

Saurabh Pant
Equity Research Analyst, Bank of America

Sorry. [crosstalk].

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Another thing to remember is, you know, the net debt of call it $200 that you're throwing out is kinda what closer to kinda what we're estimating towards close and also towards close is 10 fleets that we'll be getting. That's certainly not reflected in the near term Q2 consensus for U.S. Well Services. We think that there's a, you know, it's a pretty conservative look when you actually factor in the full 10 fleets compared to the debt.

Saurabh Pant
Equity Research Analyst, Bank of America

Right. No, that makes sense. I totally agree. The industry needs to rebuild trust, right? Hopefully we all work towards that. Thanks for clarifying that. Definitely that should be top of mind. Then just a clarification more than anything else. I think you said about half or so of the current U.S. Well Services fleets, the contracts on those roll over towards the end of the year, early next year. I would assume the others roll forward through 2023. Then can you speak to the four fleets that they are building and that go out to the field later this year? What kind of contract structure do those have?

Basically, I'm just trying to see what kind of EBITDA per fleet should we think about on those nine electric fleets, 10 total fleets for 2023. I just wanna make sure we don't get too far ahead of ourselves.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

You know, I really don't wanna go too far into that and speak too directly with it. I think that the newer fleets, you know, would end up about where you would expect. What I can say is that with proper utilization that all of these fleets are in line with leading-edge EBITDA per fleet. I mean, this is on the equipment only side, so you also have to look at the opportunities for the contribution margin. That's where we get really excited. Across all of them, each of these fleets are saving about anywhere from $30 million-$40 million a year of diesel from what they would spend otherwise. Currently, they're priced in line with conventional fleets.

If for whatever reason there was someone else with a conventional fleet servicing that work, it would on a fully dedicated fleet, the step up in cost that the operator would see would be in the $30 million-$40 million of additional cost. It's substantial. When we look at these, you know, we're excited to get in and look at how we can continue to be partners with them and but also share in those savings. The other part is these fleets also function as a benchmark.

Saurabh Pant
Equity Research Analyst, Bank of America

Mm-hmm.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

You know, you look at equipment only revenue, you know, over a year, you know, if you've got an electric fleet and, you know, whatever that cost is, subtract $40 million from it, and that's how much a conventional fleet should be priced to be competitive with it. From that standpoint, when we look at these electric fleets and how much savings they're providing through diesel savings, we believe they're significantly underpriced to what they the value that they bring.

Saurabh Pant
Equity Research Analyst, Bank of America

Right. Okay. No, that makes sense. Okay, great. I'll turn it back. Thank you.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Thank you.

Operator

We have reached the end of the question and answer session, and I'll now turn the floor back to management for closing comments.

Matt Wilks
Executive Chairman, ProFrac Holding Corp.

Thank you, everyone. This has been a fun experience for, you know, we've recently IPO, and, you know, we have, you know, we're just super excited about having an opportunity to work for you, for the investors, for all of our stakeholders. We're delivering on our Acquire, Retire, Replace strategy and look forward to bringing these companies on and delivering quick and immediate results that we know you expect from us. This is a very exciting time. We love work, we love working, and we've already started, and we will continue to deliver results for you. Thank you.

Operator

Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines and have a wonderful day.

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