−Removed: We are an integrated, growth-oriented energy services company focused on providing products and services to enable the exploration and development of North American onshore unconventional oil and natural gas reserve as well as the construction and repair of the electric grid for private utilities, public investor-owned utilities and co-operative utilities through our infrastructure services businesses.
−Removed: Our primary business objective is to grow our operations and create value for stockholders through organic growth opportunities and accretive acquisitions.
−Removed: Our suite of services includes well completion services, infrastructure services, natural sand proppant services and other services.
−Removed: Our well completion services division provides hydraulic fracturing and sand hauling services.
−Removed: Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry.
+Added: We are an integrated, growth-oriented services company focused on providing products and services to our customers primarily in the oil and natural gas, aviation and utility infrastructure industries.
+Added: Our primary business objective is to drive returns through improved execution by prioritizing asset utilization, margin expansion, and capital efficiency across the portfolio.
+Added: Our suite of services includes rental services, infrastructure services, natural sand proppant services, accommodation services and drilling services.
+Added: Our rental services segment provides a wide range of equipment used in oilfield, construction and aviation activities.
+Added: Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services to the fiber industry.
Our natural sand proppant services division mines, processes and sells natural sand proppant used for hydraulic fracturing.
−Removed: In addition to these service divisions, we also provide directional drilling services, aviation services, equipment rentals, remote accommodations and equipment manufacturing.
−Removed: We believe that the services we offer play a critical role in increasing the ultimate recovery and present value of production streams from unconventional resources as well as in maintaining and improving electrical infrastructure.
+Added: Our drilling services segment provides directional drilling to oilfield operators.
+Added: We believe that the services we offer play a critical role in increasing the ultimate recovery and present value of production streams from unconventional resources as well as in constructing and improving fiber network.
Our complementary suite of services provides us with the opportunity to cross-sell our services and expand our customer base and geographic positioning.
−Removed: We continue to focus on growing our industrial business.
−Removed: We offer infrastructure engineering services focused on the transmission and distribution industry and also have equipment manufacturing operations and offer fiber optic services.
−Removed: Our equipment manufacturing operations provide us with the ability to repair much of our existing equipment in-house, as well as the option to manufacture certain new equipment we may need in the future.
−Removed: Our fiber optic services include the installation of both aerial and buried fiber.
−Removed: We are continuing to explore other opportunities to expand our industrial business lines.
−Removed: Our facilities and service centers are strategically located in Ohio, Texas, Oklahoma, Wisconsin, Kentucky, California, Colorado, Oregon, Indiana and Alberta, Canada primarily to serve the following areas:
−Removed: • The Utica Shale in Eastern Ohio;
+Added: We continue to focus on growing our rental business.
+Added: We believe our portfolio of aviation assets provides an attractive form of aviation asset financing for operators that allows capital deployment and fleet flexibility while eliminating residual value risk for the operators.
+Added: Our facilities and service centers are strategically located in Ohio, Texas, Oklahoma, Wisconsin and Alberta, Canada primarily to serve the following areas:
+Added: • Eastern Ohio;
• Southern Ohio;
−Removed: • The Permian Basin in West Texas;
+Added: • West Texas;
• The Appalachian Basin in the Northeast;
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• The Cana Woodford and Woodford Shales and the Cleveland Sand in Oklahoma;
−Removed: • Southern California;
• The oil sands in Alberta, Canada.
−Removed: Our operational division heads have an extensive track record in the oilfield service and infrastructure businesses with an average of over 32 years of oilfield services experience and over 27 years of infrastructure services experience.
+Added: Our operational division heads have an extensive track record with an average of over 29 years of services experience.
They bring valuable expertise and long-term customer relationships to our business.
−Removed: We provide our well completion, natural sand proppant and other services to a diversified range of both public and private independent oil and natural gas producers and our infrastructure services to private utilities, public investor owned utilities, or IOUs, and cooperatives, or Co-Ops.
−Removed: Our revenues, operating income (loss) and identifiable assets are primarily attributable to three reportable segments:
−Removed: well completion services, infrastructure services and natural sand proppant services.
−Removed: Well Completion Services
−Removed: Pressure Pumping .
−Removed: We provide pressure pumping services, also known as hydraulic fracturing, to exploration and production companies.
−Removed: Fracturing services are performed to enhance the production of oil and natural gas from formations having low permeability such that the flow of hydrocarbons is restricted.
−Removed: We have significant expertise in multistage fracturing of horizontal oil and natural gas producing wells in shale and other unconventional geological formations.
−Removed: Currently, we provide pressure pumping services in the Utica Shale of Eastern Ohio, the Marcellus shale in the Appalachian Basin, and the mid-continent region in Oklahoma.
−Removed: The fracturing process consists of pumping a fracturing fluid into a well at sufficient pressure to fracture the formation.
−Removed: Materials known as proppants, in our case primarily sand or ceramic beads, are suspended in the fracturing fluid and are pumped into the fracture to prop it open.
−Removed: The fracturing fluid is designed to “break,” or loosen viscosity, and be forced out of the formation by its pressure, leaving the proppants suspended in the fractures created, thereby increasing the mobility of the hydrocarbons.
−Removed: As a result of the fracturing process, production rates are usually enhanced substantially, thus increasing the rate of return for the operator.
−Removed: We refer to the group of fracturing units, other equipment and vehicles necessary to perform a typical fracturing job as a “fleet” and the personnel assigned to each fleet as a “crew.” We usually operate on a 24-hour-per-day basis and we typically staff three crews per fleet.
−Removed: All of our fracturing units and high-pressure pumps are manufactured to our specifications to enhance the performance and durability of our equipment and meet our customers’ needs.
−Removed: Each hydraulic fracturing fleet includes a mobile, on-site control center that monitors pressures, rates and volumes, as applicable.
−Removed: From there, our field-level managers supervise the job site by radio.
−Removed: Each control center is equipped with high bandwidth satellite hardware that provides continuous upload and download of job telemetry data.
−Removed: The data is delivered on a real-time basis to on-site job personnel, the operator and personnel at our headquarters for display in both digital and graphical form.
−Removed: An important element of fracturing services is determining the proper fracturing fluid, proppants and injection program to maximize results.
−Removed: In virtually all of our hydraulic fracturing jobs, our customers specify the composition of the fracturing fluid to be used.
−Removed: The fracturing fluid may contain hazardous substances, such as hydrochloric acid and certain petrochemicals.
−Removed: Our customers are responsible for the disposal of the fracturing fluid that flows back out of the well as waste water.
−Removed: The customers remove the water from the well using a controlled flow-back process, and we are generally not involved in that process or in the disposal of the fluid.
−Removed: We own and operate fleets of mobile hydraulic fracturing units and other auxiliary heavy equipment to perform fracturing services.
−Removed: Our hydraulic fracturing units consist primarily of a high-pressure hydraulic pump, an engine, a transmission and various hoses, valves, tanks and other supporting equipment that are typically mounted to a flat-bed trailer.
−Removed: As of December 31, 2024, our pressure pumping business included six high-pressure fleets consisting of an aggregate 128 high-pressure fracturing units with pump nameplate capacity of 310,000 horsepower.
−Removed: Two of our six pressure pumping fleets were staffed and providing services in the northeast region as of December 31, 2024.
−Removed: See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview of Our Industries—Oil and Natural Gas Industry” for additional information.
−Removed: Sand Hauling .
−Removed: Our sand hauling services provide last-mile trucking and logistics services for proppant used in completion activities in the Utica Shale and SCOOP/STACK.
−Removed: As of December 31, 2024, we owned a fleet of 39 trucks.
−Removed: Water Transfer.
−Removed: During the periods discussed in this report, we provided water transfer services primarily for completion activities in the mid-continent region.
−Removed: During the fourth quarter of 2024, we idled these operations.
−Removed: As of December 31, 2024, we owned 95 water transfer pumps and 84 miles of layflat hose.
−Removed: Master Services Agreements .
−Removed: We contract with most of our well completion customers under master service agreements, or MSAs.
−Removed: Generally, our MSAs, including those relating to our hydraulic fracturing services, specify payment terms, audit rights and insurance requirements and allocate certain operational risks through indemnity and similar provisions.
+Added: We provide our rental services, infrastructure services, natural sand proppant, accommodation services and drilling services to a diversified range of both public and private independent oil and natural gas producers, sand suppliers, fiber network owners and aircraft-based passenger and cargo providers.
+Added: Our revenues, operating income (loss) and identifiable assets are primarily attributable to five reportable segments:
+Added: rental services, infrastructure services, natural sand proppant services, accommodation services, and drilling services.
+Added: Rental Services
+Added: Our equipment rental services provide a wide range of equipment used in drilling, flowback and hydraulic fracturing services as well as in construction activities.
+Added: Our equipment rentals consist of cranes, light plants, generators and other oilfield related equipment.
+Added: We provide equipment rental in West Texas, Eastern Ohio, Pennsylvania and West Virginia.
+Added: Our aviation services include leasing aircraft and aircraft equipment to customers.
+Added: Aircraft equipment is comprised of auxiliary power units (“APUs”) and engines.
+Added: As of December 31, 2025, we owned nine regional aircraft, two helicopters, five jet engines, and ten APUs.
Infrastructure Services
−Removed: Our infrastructure services business provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry.
−Removed: We offer a broad range of services on electric transmission and distribution, or T&D, networks and substation facilities, which include engineering, design, construction, upgrade, maintenance and repair of
−Removed: high voltage transmission lines, substations and lower voltage overhead and underground distribution systems.
−Removed: Our commercial services include the installation, maintenance and repair of commercial wiring.
−Removed: We also provide storm repair and restoration services in response to storms and other disasters.
−Removed: We provide infrastructure services primarily in the northeast, southwest, midwest and western portions of the United States.
−Removed: Our average crew count declined slightly from approximately 83 crews throughout 2023 to approximately 79 crews throughout 2024.
−Removed: With the Infrastructure Investment and Jobs Act funds being released for infrastructure projects, we remain encouraged about the potential for growth in this sector.
−Removed: We are currently seeing an uptick in bidding opportunities related to engineering, fiber, and transmission and distribution, all of which are areas we believe we have differentiated and specialized capabilities.
−Removed: We continue to focus on operational execution and pursue opportunities within this sector as we strategically structure our service offerings for growth, intending to increase our infrastructure services activity and expand both our geographic footprint and depth of projects, especially in fiber maintenance and installation projects.
−Removed: We work for multiple private utilities, public IOUs and Co-Ops primarily across the northeastern, southwestern, midwestern and western portions of the United States.
−Removed: We believe that we are well-positioned to compete for new projects due to the experience of our infrastructure management team, combined with our vertically integrated service offerings.
−Removed: We are seeking to leverage this experience and our service offerings to grow our customer base and increase our revenues in the continental United States over the coming years.
+Added: Our infrastructure services business provides engineering, design, construction, upgrade, maintenance and repair services to fiber networks.
+Added: We provide infrastructure services primarily in the southwest and midwest portions of the United States.
Settlement Agreement with PREPA
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that had objected to approval of the Settlement Order each filed timely notices of appeal of the Settlement Order to the United States Court of Appeals for the First Circuit.
−Removed: None of the foregoing parties have sought a stay of the Settlement
−Removed: Order pending such appeals.
+Added: None of the foregoing parties have sought a stay of the Settlement Order pending such appeals.
Although the ultimate outcome of these appeals cannot be predicted with certainty, Cobra believes that the appeals are without merit.
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In connection with the receipt of the $18.4 million from PREPA, Cobra instructed Fifth Third Bank, National Association (“Fifth Third Bank”) to issue a letter of credit to PREPA under the Reimbursement Agreement in the amount of $18.4 million and transferred a total of $19.3 million to a restricted cash account maintained by Fifth Third Bank as collateral for the letter of credit.
−Removed: As a result of the Settlement Agreement, the Company recorded a non-cash, pre-tax charge of approximately $170.7 million in the second quarter of 2024 to reduce its accounts receivable balance from PREPA of $359.1 million, representing the amount owed to Cobra by PREPA in relation to these agreements as of June 30, 2024, including the accrued but unpaid interest, prior to the Settlement Agreement, to the amount expected to be received from the Settlement Agreement.
−Removed: Of the $170.7 million, $89.2 million was charged to credit loss expense, which is included in “selling, general and administrative” on the consolidated statements of comprehensive (loss) income, and $81.5 million was charged to interest on delinquent accounts receivable, which is included in “other (expense) income, net” on the consolidated statements of comprehensive (loss) income.
+Added: As a result of the Settlement Agreement, the Company recorded a non-cash, pre-tax charge of approximately $170.7 million in the second quarter of 2024 to reduce its accounts receivable balance from PREPA of $359.1 million, representing the amount owed to Cobra by PREPA in relation to these agreements as of June 30, 2024, including the accrued but unpaid interest,
+Added: prior to the Settlement Agreement, to the amount expected to be received from the Settlement Agreement.
+Added: Of the $170.7 million, $89.2 million was charged to credit loss expense, which is included in “selling, general and administrative” on the consolidated statements of comprehensive income (loss), and $81.5 million was charged to interest on delinquent accounts receivable, which is included in “other (expense) income, net” on the consolidated statements of comprehensive income (loss) for the year ended December 31, 2024.
“Summary of Significant Accounting Policies—Accounts Receivable” and Note 18.
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In the past, we have also bought processed sand from suppliers on the spot market for resale.
−Removed: Natural sand proppant, also known as frac sand, is the most widely used type of proppant due to its broad applicability in unconventional oil and natural gas wells and its cost advantage relative to other proppants.
+Added: Natural sand proppant, also known as frac sand, is the most widely used type of proppant due to its broad applicability in unconventional oil and natural gas wells and its favorable physical characteristics relative to other proppants.
Natural frac sand may be used as proppant in all but the highest pressure and temperature environments and is being employed in nearly all major U.S.
unconventional oil and natural gas producing basins, including those in which we operate.
−Removed: At our Barron County and Jackson County, Wisconsin plants, we mine and process sand into premium monocrystalline sand, a specialized mineral that is used as frac sand.
+Added: At our Jackson County, Wisconsin plant, we mine and process sand into premium monocrystalline sand, a specialized mineral that is used as frac sand.
+Added: Until September 2025, we mined and processed out of a plant in Jackson County, Wisconsin.
We can also purchase raw or washed sand and process it at our indoor sand processing plant located in Pierce County, Wisconsin;
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We also provide logistics solutions to facilitate delivery of our frac sand products to our customers.
−Removed: Our frac sand products are primarily shipped by rail to our customers in the Utica Shale, SCOOP/STACK, DJ Basin, Permian Basin and the Montney Shale in British Columbia and Alberta, Canada.
+Added: Our frac sand products out of our Jackson County, Wisconsin plant are primarily shipped by rail to our customers in the Utica Shale, the Montney Shale in British Columbia and Alberta, Canada.
+Added: The sand products out of our Barron County, Wisconsin plant were primarily shipped by rail to customers in the SCOOP/STACK, DJ Basin and Permian Basin.
Our logistics capabilities are important to our customers, who focus on both the reliability and flexibility of product delivery.
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We contract with third party providers to transport our frac sand products to railroad facilities for delivery to our customers.
−Removed: We currently lease or have access to origin transloading facilities on the Canadian National Railway Company (CN), Union Pacific (UP), Burlington Northern Santa Fe (BNSF) and the Canadian Pacific (CP) rail systems and use an in-house railcar fleet that we lease from various third parties to deliver our frac sand products to our customers.
+Added: We currently lease or have access to origin transloading facilities on the Canadian National Railway Company (CN) rail system and use an in-house railcar fleet that we lease from various third parties to deliver our frac sand products to our customers.
Origin transloading facilities on multiple railways allow us to provide predictable and efficient loading and shipping of our frac sand products.
−Removed: We also utilize a destination transloading facility in Yorkville, Ohio, to serve the Utica Shale, and utilize destination transloading facilities located in other North American resource plays, including the Montney Shale, to meet our customers’ delivery needs.
−Removed: Other Services
−Removed: We also offer a variety of other services including directional drilling services, aviation services, equipment rental services, remote accommodation services and equipment manufacturing services.
−Removed: Additionally, previously we offered contract
−Removed: land drilling services, rig moving services, coil tubing services, pressure control services, flowback services, crude oil hauling services, cementing services and acidizing services.
−Removed: Directional Drilling .
−Removed: Our directional drilling services provide for the efficient drilling and production of oil and natural gas from unconventional resource plays.
−Removed: Our directional drilling equipment includes mud motors used to propel drill bits and kits for measurement-while-drilling, or MWD, and electromagnetic, or EM, technology.
−Removed: MWD kits are down-hole tools that provide real-time measurements of the location and orientation of the bottom-hole assembly, which is necessary to adjust the drilling process and guide the wellbore to a specific target.
−Removed: This technology, coupled with our complementary services, allows our customers to drill wellbores to specific objectives within narrow location parameters within target horizons.
−Removed: The evolution of unconventional resource reserve recovery has increased the need for the precise placement of a wellbore.
−Removed: Wellbores often travel across long-lateral intervals within narrow formations as thin as ten feet.
−Removed: Our personnel are involved in all aspects of a well from the initial planning of a customer’s drilling program to the management and execution of the horizontal or directional drilling operation.
−Removed: As of December 31, 2024, we owned four MWD kits and one EM kit used in vertical, horizontal and directional drilling applications, 89 mud motors, nine air motors and an inventory of related parts and equipment.
−Removed: Currently, we perform our directional drilling services in the Utica Shale, Anadarko Basin, Arkoma Basin, Powder River Basin and Permian Basin.
−Removed: Aviation Services.
−Removed: Our aviation services include leasing helicopters to customers for use primarily in the electrical utility industry.
−Removed: Additionally, we provide helicopter training and response services.
−Removed: As of December 31, 2024, we owned two helicopters.
−Removed: Equipment Rentals .
−Removed: Our equipment rental services provide a wide range of oilfield related equipment used in drilling, flowback and hydraulic fracturing services.
−Removed: Our equipment rentals consist of cranes, light plants, generators and other oilfield related equipment.
−Removed: We provide equipment rental in the Permian Basin, Utica Shale and Marcellus Shale.
−Removed: Remote Accommodations.
+Added: Accommodation Services
Our remote accommodations business provides housing, kitchen and dining, and recreational service facilities for oilfield workers located in remote areas away from readily available lodging.
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On average, 186 rooms were utilized per night during the year ended December 31, 2025.
−Removed: Equipment Manufacturing.
−Removed: Our equipment manufacturing operations, which are located at our facility in Oklahoma, have primarily served our internal needs for our pressure pumping, water transfer, equipment rental and infrastructure businesses, but we have the ability to expand into third party sales in the future.
−Removed: We also offered coil tubing services, pressure control services, flowback services, crude oil hauling services, cementing services and acidizing services.
−Removed: Due to market conditions, we idled our flowback, cementing and acidizing operations beginning in July 2019, our contract land drilling operations beginning in December 2019, our rig moving services beginning in April 2020, our coil tubing, pressure control and full service transportation operations beginning in July 2020 and our crude oil hauling operations beginning in July 2021.
−Removed: We continue to maintain our equipment and monitor market conditions to determine if and when we will recommence these services.
−Removed: Our flowback services consisted of production testing, solids control, hydrostatic testing and torque services.
−Removed: Flowback involves the process of allowing fluids to flow from the well following a treatment, either in preparation for an impending phase of treatment or to return the well to production.
−Removed: Our flowback equipment consists of manifolds, accumulators, valves, flare stacks and other associated equipment.
−Removed: We provided flowback services in the Appalachian Basin, the Eagle Ford Shale, the Haynesville Shale and mid-continent markets.
−Removed: As of December 31, 2024, we owned 20 solids control packages, four hydrostatic testing packages and seven torque service packages.
−Removed: Cementing and Acidizing .
−Removed: We provided cementing and acidizing services in the Permian Basin.
−Removed: Cementing services involve preparing and pumping cement into place in a wellbore to support and protect well casings and help achieve zonal isolation.
−Removed: Acidizing services involve pumping acid into a wellbore to improve productivity or injectivity.
−Removed: As of December 31, 2024, we owned four acidizing pumps.
−Removed: Contract Drilling .
−Removed: As part of our contract drilling services, we provided both vertical and horizontal drilling services to customers in the Permian Basin of West Texas.
−Removed: As of December 31, 2024, we owned 11 land drilling rigs, ranging from 800 to 1,600 horsepower, seven of which are specifically designed for drilling horizontal and directional wells.
−Removed: Our drilling rigs have rated maximum depth capabilities ranging from 12,500 feet to 20,000 feet.
−Removed: Of these drilling rigs, six are electric rigs and five are mechanical rigs.
−Removed: An electric rig differs from a mechanical rig in that the electric rig converts the power from its generators (which in the case of mechanical rigs, power the rig directly) into electricity to power the rig.
−Removed: Depth and complexity of the well and drill site conditions are the principal factors in determining the specifications of the rig selected for a particular job.
−Removed: Power requirements for drilling jobs may vary considerably, but most of our mechanical drilling rigs employ six engines to generate between 800 and 1,200 horsepower, depending on well depth and rig design.
−Removed: Most drilling rigs capable of drilling in deep formations drill to measured depths greater than 10,000 to 18,000 feet.
−Removed: We believe that our drilling rigs and other related equipment are in good operating condition.
−Removed: Our employees perform periodic maintenance and minor repair work on our drilling rigs.
−Removed: We provided rig moving services in the Permian Basin.
−Removed: As of December 31, 2024, we owned 15 trucks specifically tailored to move rigs.
−Removed: Coil Tubing .
−Removed: We provided coil tubing services in Eagle Ford Shale and Permian Basin.
−Removed: Coiled tubing services involve injecting coiled tubing into wells to perform various well-servicing and workover operations.
−Removed: Coiled tubing is a flexible steel pipe with a diameter of typically less than three inches and manufactured in continuous lengths of thousands of feet.
−Removed: It is wound or coiled on a truck-mounted reel for onshore applications.
−Removed: Due to its small diameter in certain iterations, coiled tubing can be inserted into existing production tubing and used to perform a variety of services to enhance the flow of oil or natural gas without using a larger, more costly workover rig.
−Removed: The principal advantages of using coiled tubing in a workover include the ability to (i) continue production from the well without interruption, thus reducing the risk of formation damage, (ii) move continuous coiled tubing in and out of a well significantly faster than conventional pipe in the case of a workover rig, which must be jointed and unjointed, (iii) direct fluids into a wellbore with more precision, allowing for improved stimulation fluid placement, (iv) provide a source of energy to power a downhole mud motor or manipulate down-hole tools and (v) enhance access to remote fields due to the smaller size and mobility of a coiled tubing unit.
−Removed: As of December 31, 2024, we owned two coiled tubing units capable of running 23,500 feet of two and three eighths inch coil rated at 15,000 psi, one coiled tubing unit capable of running 24,500 feet of two inch coil rated at 15,000 psi, two coiled tubing units capable of running 22,500 feet of two inch coil rated at 10,000 psi and one coiled tubing unit capable of running 20,500 feet of two and three eighths inch coil rated at 15,000 psi.
−Removed: Pressure Control .
−Removed: Our pressure control services consisted of nitrogen and fluid pumping services.
−Removed: Our pressure control services equipment is designed to support activities in unconventional resource plays with the ability to operate under high pressures without having to delay or cease production during completion operations.
−Removed: Ceasing or suppressing production during the completion phase of an unconventional well could result in formation damage impacting the overall recovery of reserves.
−Removed: Our pressure control services helped operators minimize the risk of such damage during completion activities.
−Removed: As of December 31, 2024, we had a total of four nitrogen pumping units and five fluid pumping units.
−Removed: We provided pressure control services in the Eagle Ford Shale and the Permian Basin.
−Removed: • Nitrogen Services.
−Removed: Nitrogen services involve the use of nitrogen, an inert gas, in various pressure pumping operations.
−Removed: When provided as a stand-alone service, nitrogen is used in displacing fluids in various oilfield applications.
−Removed: As of December 31, 2024, we had a total of four nitrogen pumping units capable of pumping at a rate of up to 3,000 standard cubic feet per minute with pressures up to 10,000 psi.
−Removed: Pumping at these rates and pressures is typically required for the unconventional oil and natural gas resource plays we serve.
−Removed: • Fluid Pumping Services.
−Removed: Fluid pumping services consist of maintaining well pressure, pumping down wireline tools, assisting coiled tubing units and the removal of fluids and solids from the wellbore for clean-out operations.
−Removed: As of December 31, 2024, we had five fluid pumping units.
−Removed: Three of these units are coiled tubing double pump units capable of output of up to eight barrels per minute and are rated for pressures up to 15,000 psi.
−Removed: Two of these units are quintuplex pump units capable of output of up to 15 barrels per minute and are rated for pressures up to 15,000 psi.
−Removed: Full Service Transportation .
−Removed: During 2019, we expanded our trucking operations to include brokering and hauling of general freight throughout the United States.
−Removed: As of December 31, 2024, we had a fleet of six trucks.
−Removed: Crude Oil Hauling .
−Removed: We provided crude transportation services in the Permian Basin and mid-continent region.
−Removed: As of December 31, 2024, we had a fleet of 13 crude oil hauling trucks.
+Added: Drilling Services
+Added: Our directional drilling services provide for the efficient drilling and production of oil and natural gas from unconventional resource plays.
+Added: Our directional drilling equipment includes mud motors used to propel drill bits and kits for measurement-while-drilling, or MWD, and electromagnetic, or EM, technology.
+Added: MWD kits are down-hole tools that provide
+Added: real-time measurements of the location and orientation of the bottom-hole assembly, which is necessary to adjust the drilling process and guide the wellbore to a specific target.
+Added: This technology, coupled with our complementary services, allows our customers to drill wellbores to specific objectives within narrow location parameters within target horizons.
+Added: The evolution of unconventional resource reserve recovery has increased the need for the precise placement of a wellbore.
+Added: Wellbores often travel across long-lateral intervals within narrow formations as thin as ten feet.
+Added: Our personnel are involved in all aspects of a well from the initial planning of a customer’s drilling program to the management and execution of the horizontal or directional drilling operation.
+Added: As of December 31, 2025, we owned four MWD kits and one EM kit used in vertical, horizontal and directional drilling applications, 89 mud motors, nine air motors and an inventory of related parts and equipment.
+Added: Currently, we perform our directional drilling services in the Anadarko Basin, Arkoma Basin, Powder River Basin and Permian Basin.
+Added: Business Developments
+Added: During 2025, we completed four strategic divestitures.
+Added: On April 11, 2025, we sold a portion of our infrastructure services entities, including our distribution, transmission and substation operations, for aggregate proceeds of approximately $108.7 million, subject to customary post-closing adjustments.
+Added: On June 16, 2025, we sold all of the equipment previously used in our hydraulic fracturing services for $15.0 million.
+Added: On September 15, 2025, the Company completed the sale of assets related to its natural sand proppant operations at its Piranha Proppant LLC processing plant.
+Added: On December 2, 2025, we completed the sale of our engineering services business, Aquawolf, for approximately $30.0 million, also subject to customary post-closing adjustments.
+Added: The results of operations, financial position and cash flows for these businesses are reported as discontinued operations for all periods presented and discussed in this report.
+Added: Unless otherwise indicated, the information presented in this Management’s Discussion and Analysis relates only to our continuing operations.
+Added: To reflect on how management evaluates the business following these divestitures, prior period segment information presented in our results of operations below has been recast to conform with our segment composition as of December 31, 2025.
+Added: “Discontinued Operations” to our consolidated financial statements included elsewhere in this annual report for more information.
Our Industries
+Added: Aircraft Industry
+Added: The operating environment for the lease of aircraft and aircraft assets is currently favorable.
+Added: Factors such as population growth as well as improved global economic health and development are positively influencing both passenger and freight demand.
+Added: In addition, factors and trends including Original Equipment Manufacturer (“OEM”) supply chain challenges and backlogs, the financing needs of airlines and the availability of maintenance facilities as well as repair timelines may increase the demand for our aircraft and aircraft equipment.
Oil and Natural Gas Industry
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The levels of capital expenditures of our customers are driven by many factors, including the prices of oil and natural gas.
−Removed: Throughout 2023, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities for our customers, in particular, in the Utica and Marcellus Shale natural gas plays, and, as a result, reduced demand for our well completion services.
−Removed: Throughout 2024, we continued to experience persistent challenges in our well completion business and other oilfield services associated with lower U.S.
−Removed: onshore activity and sustained weakness in the natural gas basins in which we operate.
−Removed: We expect 2025 completions activity to be relatively steady, with the potential for upside compared to 2024 driven by incremental demand associated with natural gas.
+Added: Throughout 2025 and 2024, we experienced challenges in our oil and gas businesses as a result of a generally declining rig count combined with elevated oil and natural gas production in the U.S.
+Added: We expect 2026 activity to remain steady during the first half of the year with potential for upside in the back half of the year.
Positive trends that may contribute to increased activity will come from LNG export capacity coming online and general electricity and power demand enhancements.
We will be strategically positioned to capitalize on this anticipated demand if and when it ramps up.
−Removed: In response to market conditions and reduced demand, we idled our cementing and acidizing operations and flowback operations beginning in July 2019, our contract drilling operations beginning in December 2019, our rig hauling operations beginning in April 2020, our coil tubing, pressure control and full service transportation operations beginning in July 2020 and our crude oil hauling operations beginning in July 2021.
−Removed: We continue to monitor the market to determine if and when we can recommence these services.
+Added: In response to prior market conditions, we previously idled several service lines, including cementing, acidizing, flowback, contract drilling, rig hauling, coil tubing, pressure control, full‑service transportation, and crude oil hauling.
+Added: Based on the demand environment described above, these service lines have remained idled, and we continue to assess whether market conditions will support their recommencement.
Natural Sand Proppant Industry
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As discussed above, pricing for crude oil and natural gas declined from levels seen in 2022, which slowed down completion activities and adversely impacted demand for our sand proppant services in the second half of 2023.
−Removed: Activity remained suppressed throughout 2024.
−Removed: As discussed above, we expect 2025 activity to be relatively steady, with the potential for upside compared to 2024 driven by incremental demand associated with natural gas.
+Added: Activity remained suppressed throughout 2024 and 2025.
+Added: As discussed above, we expect 2026 activity to be relatively steady, with the potential for moderate upside compared to 2025 driven by increases in natural gas demand to support power demand and LNG exports.
Our proppant sand reserves consist of Northern White silica sand, giving us access to a range of high-quality sand grades meeting or exceeding all API specifications, including a mix between concentrations of coarse grades (20/40 and 30/50 mesh size) and finer grades (40/70 and 100 mesh size).
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In addition, its crush resistant properties enable Northern White frac sand to be used in deeper drilling applications than the frac sand produced from many native mineral deposits.
−Removed: We believe that the coarseness, conductivity, sphericity, acid-solubility, and crush-resistant properties of our Northern White sand reserves and our facilities’ connectivity to rail and other transportation infrastructure afford us a cost advantage over many of our competitors and make us one of a select group of sand producers capable of delivering high volumes of frac sand that is optimal for oil and natural gas production to all major unconventional resource basins currently producing throughout North America.
−Removed: Energy Infrastructure Industry
−Removed: The energy infrastructure industry involves the construction and maintenance of the electrical power grid, including power generation, high voltage transmission lines, substations and low voltage distribution lines, all of which connect power generation facilities to end users.
−Removed: The industry also provides storm repair and restoration services in response to storms and other disasters.
−Removed: Demand for our services is driven by the repair and construction of transmission lines, fiber lines, substations and distribution networks and is determined by the level of expenditures of utility companies.
−Removed: While expansion of the electrical grid is occurring, the majority of capital expenditures spent in recent years has surrounded the repair and maintenance of existing networks.
−Removed: Another factor that significantly influences the level of spending in the industry are natural disasters, including thunderstorms, ice storms, snow storms, tornadoes, hurricanes, earthquakes, wildfires and lightning strikes, all of which can impact the electrical grid.
+Added: We believe that the coarseness, conductivity, sphericity, acid-solubility, and crush-resistant properties of our Northern White sand reserves and our facilities’ connectivity to rail and other transportation infrastructure grant us logistical access to the Utica, Marcellus and Montney shale basins compared to many of our competitors and make us one of a select group of sand producers capable of delivering high volumes of frac sand that is optimal for oil and natural gas production to those basins.
+Added: Infrastructure Industry
+Added: The infrastructure industry involves the construction and maintenance of fiber networks.
+Added: Demand for our services is driven by artificial intelligence ("AI") and data center projects.
Certain barriers to entry exist in the markets in which we operate, including adequate financial resources, technical expertise, high safety ratings and a proven track record of operational success.
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Consequently, price is often a principal factor in determining which service provider is selected.
−Removed: We believe that the age of the existing infrastructure across the United States and the spending trends in North America will benefit our operations and our ability to achieve our business objectives.
−Removed: Funding for projects in the infrastructure space remains strong with added opportunities since the Infrastructure Investment and Jobs Act was signed into law on November 15, 2021.
+Added: We believe that AI and high-performance computing will drive the upgrade and overbuild of fiber networks in order to increase data capacity.
+Added: Funding for projects in the infrastructure space remains strong with added opportunities since the Infrastructure Investment and Jobs Act ("IIJA") was signed into law on November 15, 2021.
+Added: Federal and state agencies continue to implement multi‑year funding programs established under the IIJA, including substantial investments through Broadband Equity, Access and Deployment ("BEAD") program.
+Added: These programs continue to support planned investment in broadband, utility, transportation, and clean‑energy projects.
+Added: Although these programs were enacted several years ago, the implementation and distribution of funds remain ongoing and are expected to continue well into the latter half of the decade.
+Added: Market participants across telecommunications, power, and energy‑transition sectors have announced substantial capital plans aligned with these programs, supported by federal incentives and growing private‑sector investment in areas such as fiber deployment, grid modernization, electrification, and data‑center‑related power demand.
Our Strengths
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We believe that the following strengths position us well to capitalize on activity in unconventional resource plays and achieve our primary business objective:
+Added: • Narrowed focus following divestitures.
+Added: We believe we can drive returns through improved execution by prioritizing asset utilization, margin expansion, and capital efficiency across the portfolio.
• Strategic geographic positioning.
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We believe our geographic positioning within active oil and natural gas liquids resource plays will benefit us strategically as activity increases in these unconventional resource plays.
−Removed: We currently operate infrastructure facilities and service centers to support our infrastructure operations in the northeastern, southwestern, midwestern and western portions of the United States.
+Added: We currently operate infrastructure facilities and service centers to support our infrastructure operations in the southwestern and midwestern portions of the United States.
• Experienced management and operating team.
−Removed: Our operational division heads have an extensive track record in the oilfield and infrastructure service businesses with an average of over 32 years of oilfield services experience and over 27 years of infrastructure services experience.
+Added: Our operational division heads have an extensive track record in the service businesses with an average of over 29 years of services experience.
In addition, our field managers have expertise in the areas in which they operate and understand the challenges that our customers face.
We believe their knowledge of our industries and business lines enhances our ability to provide innovative, client-focused and basin-specific customer service, which we also believe strengthens our relationships with our customers.
−Removed: • Fleet of equipment .
−Removed: Our oilfield service fleet is predominantly comprised of equipment designed to optimize recovery from unconventional wells and our infrastructure service fleet is predominantly comprised of equipment designed to construct and repair electric transmission and distribution lines.
−Removed: We believe that our fleet of quality equipment will allow us to provide a high level of service to our customers.
Our Business Strategy
−Removed: We intend to achieve our primary business objective by the successful execution of our business plan to strategically deploy our equipment and personnel to provide well completion services, natural sand proppant services and other energy services in unconventional resource plays, including the Utica Shale in Ohio, the SCOOP/STACK in Oklahoma and the Marcellus Shale in West Virginia.
−Removed: We intend to achieve our primary business objective in connection with our infrastructure services by the successful execution of our business plan to strategically deploy equipment and personnel to provide infrastructure services across the United States.
−Removed: We believe our infrastructure services optimize our customers’ ability to maintain, improve and expand their infrastructure and that our oil and natural gas services optimize our customers’ ultimate resources recovery and present value of hydrocarbon reserves.
+Added: We intend to achieve our primary business objective by the successful execution of our business plan to strategically deploy our equipment and personnel to provide rental services, natural sand proppant services and other energy services in unconventional resource plays, including the Utica Shale in Ohio, the SCOOP/STACK in Oklahoma and the Marcellus Shale in West Virginia.
+Added: We intend to achieve our primary business objective in connection with our infrastructure services by the successful execution of our business plan to strategically deploy equipment and personnel to provide infrastructure services in the southwestern and midwestern portions of the United States.
+Added: We believe our infrastructure services optimize our customers’ ability to maintain, improve and expand their fiber networks and that our oil and natural gas services optimize our customers’ ultimate resources recovery and present value of hydrocarbon reserves.
We seek to create cost efficiencies for our customers by providing a suite of complementary services designed to address a wide range of our customers’ needs.
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We offer a complementary suite of services and products.
−Removed: Our well completion services division provide hydraulic fracturing services for unconventional wells as well as sand hauling services and water transfer services.
−Removed: Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry.
+Added: Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services for the infrastructure industry, with a specialization in fiber-optic network projects.
Our natural sand proppant services division mines, processes and sells natural sand proppant for hydraulic fracturing.
−Removed: Additionally, we provide directional drilling services, equipment rentals, remote accommodations and equipment manufacturing.
We intend to leverage our existing customer relationships and operational track record to cross sell our services and increase our exposure and product offerings to our existing customers, broaden our customer base and expand opportunistically to other geographic regions in which our customers have operations, as well as to create operational efficiencies for our customers.
−Removed: • Expand our energy infrastructure business.
+Added: • Expand our infrastructure business.
On November 15, 2021, President Biden signed the Infrastructure Investment and Jobs Act into law.
This has brought new opportunities in the infrastructure industry, including new fiber-related projects.
−Removed: We consistently monitor market conditions and intend to expand the capacity and scope of our energy infrastructure services as demand warrants in geographic areas in which we currently operate, as well as in new geographic areas.
−Removed: • Capitalize on activity in the unconventional resource plays.
−Removed: Our oil and natural gas service equipment is designed to provide a broad range of services for unconventional wells, and our operations are strategically located in major unconventional resource plays.
−Removed: During 2024, oil prices fluctuated between a low of $65.75 on September 10, 2024, and a high of $86.91 on April 5, 2024, and averaged $75.79 per barrel for the year.
−Removed: During 2024, natural gas prices fluctuated between a low of $1.58 on February 15, 2024, and a high of $3.95 on December 24, 2024, and averaged $2.41 per MMBtu for the year.
−Removed: We saw a decline in commodity pricing during 2024, resulting in lower utilization and margins for our oilfield services divisions.
+Added: We consistently monitor market conditions and intend to expand the capacity and scope of our infrastructure services as demand warrants in geographic areas in which we currently operate, as well as in new geographic areas.
• Maintain a conservative balance sheet.
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Our operational division heads have long-term relationships with our largest customers.
−Removed: We intend to leverage these relationships and our operational management team’s expertise to deliver innovative, client focused and services to our customers.
+Added: We intend to leverage these relationships and our operational management team’s expertise to deliver innovative, client-focused services to our customers.
• Expand through selected, accretive acquisitions.
−Removed: To complement our organic growth, we intend to pursue selected, accretive acquisitions of businesses and assets, primarily related to our infrastructure services and industrial based companies that can meet our targeted returns on invested capital and enhance our portfolio of products and services, market positioning and/or geographic presence.
+Added: To complement our organic growth, we intend to pursue selected, accretive acquisitions of businesses and assets, primarily related to our infrastructure services and industrial based
+Added: companies that can meet our targeted returns on invested capital and enhance our portfolio of products and services, market positioning and/or geographic presence.
We believe this approach will help facilitate the strategic expansion of our customer base, geographic presence and service offerings.
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Marketing and Customers
−Removed: Our customers consist primarily of independent oil and natural gas producers, land-based drilling contractors, private utilities, IOUs, and Co-Ops in North America.
−Removed: For the years ended December 31, 2024, 2023 and 2022, we had approximately 259, 360 and 410 customers, respectively, including Oncor Electric Delivery Company, LLC, San Diego Gas & Electric Company, Kentucky Utilities Company, Duke Energy and Apex Energy Services.
+Added: Our customers consist primarily of independent oil and natural gas producers, sand suppliers and fiber network owners in North America.
+Added: For the years ended December 31, 2025 and 2024, we had approximately 142 and 151 customers, respectively, including Source Energy Services Proppants, Hangingstone Demo Limited Partnership, Ascent Resources, Vero Fiber Networks and 24/7 Sands LLC.
Our top five customers accounted for approximately 55% and 58%, respectively, of our revenue for the years ended December 31, 2025 and 2024.
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Operating Risks and Insurance
−Removed: Our operations are subject to hazards inherent in the energy services industry, such as accidents, blowouts, explosions, fires and spills and releases that can cause:
+Added: Our operations are subject to hazards inherent in the services industry, such as accidents, blowouts, explosions, fires and spills and releases that can cause:
• personal injury or loss of life;
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With respect to our hydraulic fracturing operations, coverage would be available under our policy for any surface or subsurface environmental clean-up and liability to third parties arising from any surface or subsurface contamination.
−Removed: We also have certain specific coverages for some of our businesses, including our remote accommodation services, pressure pumping services, directional drilling services and infrastructure engineering services.
+Added: We also have certain specific coverages for some of our businesses, including our remote accommodation services and directional drilling services.
Although we maintain insurance coverage of types and amounts that we believe to be customary in the industry, we are not fully insured against all risks, either because insurance is not available or because of the high premium costs relative to perceived risk.
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Safety and Remediation Program
−Removed: In the energy services industry, an important competitive factor in establishing and maintaining long-term customer relationships is having an experienced and skilled workforce.
+Added: In the services industry, an important competitive factor in establishing and maintaining long-term customer
+Added: relationships is having an experienced and skilled workforce.
Many of our larger customers place an emphasis not only on pricing, but also on safety records and quality management systems of contractors.
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Our field employees are required to complete both technical and safety training programs.
−Removed: Further, as part of our safety program and remediation procedures, we check treating iron for any defects on a periodic basis to avoid iron failure during hydraulic fracturing operations, marking such treating iron to reflect the
−Removed: most recent testing date.
−Removed: We also regularly monitor pressure levels in the treating iron used for fracturing and the surface casing to verify that the pressure and flow rates are consistent with the job specific model in an effort to avoid failure.
−Removed: As part of our safety procedures, we also have the capability to shut down our pressure pumping and fracturing operations both at the pumps and in our data van.
−Removed: In addition, we maintain spill kits on location for containment of pollutants that may be spilled in the process of providing our hydraulic fracturing services.
−Removed: The spill kits are generally comprised of pads and booms for absorption and containment of spills, as well as soda ash for neutralizing acid.
−Removed: Fire extinguishers are also in place on job sites at each pump.
−Removed: Historically, we have used third-party contractors to provide remediation and spill response services when necessary to address spills that were beyond our containment capabilities.
+Added: Historically, we used third-party contractors to provide remediation and spill response services when necessary to address spills that were beyond our containment capabilities.
None of these prior spills were significant, and we have not experienced any material incidents, citations or legal proceeding relating to our hydraulic fracturing or crude hauling services for environmental concerns.
−Removed: To the extent our hydraulic fracturing or other energy services operations result in a future spill, leak or other environmental impact that is beyond our ability to contain, we intend to engage the services of such remediation company or an alternative company to assist us with clean-up and remediation.
The markets in which we operate are highly competitive.
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We provide our services and products across the United States and in Alberta, Canada and we compete against different companies in each geographic area and service and product line we offer.
−Removed: Our competition includes many large and small energy service companies, including the largest integrated oilfield services companies and energy infrastructure companies.
−Removed: Our major competitors in well completion services include Halliburton Company, Evolution Well Services, NexTier Oilfield Solutions, Inc., Liberty Oilfield Services, Inc.
−Removed: and ProFrac Holding Corp.
−Removed: Our major competitors for our infrastructure services business include MYR Group, Inc., Quanta Services, Inc., MasTec, Inc.
−Removed: and EMCOR Group, Inc.
+Added: Our competition includes many large and small energy service companies, including the largest integrated oilfield services companies and infrastructure companies.
+Added: Our major competitors in our infrastructure services business include Quanta Services, Inc.
+Added: and MasTec, Inc.
Our major competitors in our natural sand proppant services business are Badger Mining Corporation, Covia Holdings Corporation, Hi-Crush Partners LP, Capital Sand Proppants LLC, Athabasca Minerals Inc., Source Energy Services Ltd., and U.S.
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The oil and natural gas and infrastructure industries are subject to environmental and other regulation pursuant to local, state and federal legislation.
+Added: Aviation Industry Regulation
+Added: We engage in the leasing of small passenger aircraft, jet engines, and APUs to regional and other airlines.
+Added: Although we do not operate aircraft ourselves, our aviation leasing activities are subject to certain regulatory requirements in the United States and abroad.
+Added: Aircraft we lease must be registered with the applicable civil aviation authority and must maintain a valid Certificate of Airworthiness.
+Added: Our lessees are responsible for complying with all operational, safety, and maintenance regulations necessary to keep these certificates in force.
+Added: In addition, U.S.
+Added: export‑control and sanctions laws, including rules administered by the Departments of Commerce and Treasury (OFAC), may apply to the leasing and export of aircraft, engines, and related parts to foreign operators.
+Added: These laws restrict transactions with sanctioned jurisdictions or parties, and we maintain compliance processes to ensure that aircraft and engines we lease are not used in prohibited locations or by restricted counterparties.
Transportation Matters
−Removed: In connection with the transportation and relocation of our equipment and shipment of frac sand, crude oil and general cargo, we operate trucks and other heavy equipment.
+Added: In connection with the transportation and relocation of our equipment and general cargo, we operate trucks and other heavy equipment.
As such, we operate as a motor carrier in providing certain of our services and therefore are subject to regulation by the United States Department of Transportation and by various state agencies.
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Our trucking operations are subject to possible regulatory and legislative changes that may increase our costs.
−Removed: Some of these possible changes include increasingly stringent environmental regulations, changes in the hours of service regulations which govern the amount of time a driver may drive or work in any specific period, onboard black box recorder device requirements or limits on vehicle weight and size.
+Added: Some of these possible changes include increasingly stringent environmental regulations, changes in the
+Added: hours of service regulations which govern the amount of time a driver may drive or work in any specific period, onboard black box recorder device requirements or limits on vehicle weight and size.
Interstate motor carrier operations are subject to safety requirements prescribed by the Federal Motor Carrier Safety Administration, or FMCSA, a unit within the United States Department of Transportation.
−Removed: To a large degree, intrastate motor
−Removed: carrier operations are subject to state safety regulations that mirror federal regulations.
+Added: To a large degree, intrastate motor carrier operations are subject to state safety regulations that mirror federal regulations.
Matters such as the weight and dimensions of equipment are also subject to federal and state regulations.
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The SMS is intended to allow FMCSA to identify carriers with safety issues and intervene to address those problems.
−Removed: However, the agency has announced its intention to revise its safety rating system to ensure greater consistency in results, continually improve the quality of data used and help motor carriers better understand their results.
−Removed: These changes are expected to go into effect in 2025.
+Added: agency has announced its intention to revise its safety rating system to ensure greater consistency in results, continually
+Added: improve the quality of data used and help motor carriers better understand their results.
+Added: These changes are expected to go into
+Added: effect in 2026.
At this time, we cannot predict the effect these revisions may have on our safety rating.
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Moreover, the EPA or state or local governments may adopt more stringent requirements for the handling of non-hazardous wastes or categorize some non-hazardous wastes as hazardous for future regulation.
−Removed: Indeed, legislation has been proposed from time to time in Congress to re-categorize certain oil and natural gas exploration, development and production wastes as “hazardous wastes.” Several environmental organizations have also petitioned the EPA to modify existing regulations to recategorize certain oil and natural gas exploration, development and production wastes as “hazardous.” Also, in December 2015, the EPA agreed in a consent decree to review its regulation of oil and gas waste.
+Added: Indeed, legislation has been proposed from
+Added: time to time in Congress to re-categorize certain oil and natural gas exploration, development and production wastes as “hazardous wastes.” Several environmental organizations have also petitioned the EPA to modify existing regulations to recategorize certain oil and natural gas exploration, development and production wastes as “hazardous.” Also, in December 2015, the EPA agreed in a consent decree to review its regulation of oil and gas waste.
However, in April 2019, the EPA concluded that revisions to the federal regulations for the management of oil and gas waste are not necessary at this time.
−Removed: such changes in the laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.
+Added: Any such changes in the laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.
Although we do not believe the current costs of managing our wastes, as presently classified, to be significant, any legislative or regulatory reclassification of oil and natural gas exploration and production wastes could increase our costs to manage and dispose of such wastes.
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However, to the extent the EPA and the Corps broadly interpret their jurisdiction and expand the range of properties subject to the Clean Water Act’s jurisdiction, certain energy companies could face increased costs and delays with respect to obtaining permits for dredge and fill activities in wetland areas.
−Removed: The appointment of a new EPA administrator may mitigate enforcement.
+Added: The current administration have clarified and, in certain respects, narrowed enforcement of the Clean Water Act, which may mitigate permitting and enforcement risk for some projects.
The EPA has also adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain individual permits or coverage under general permits for storm water discharges.
−Removed: In addition, on June 28, 2016, the EPA published a final rule prohibiting the discharge of wastewater from onshore unconventional oil and gas extraction facilities to publicly owned wastewater treatment plants, which regulations are discussed in more detail below under the caption “—Regulation of Hydraulic Fracturing.” Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans, as well as for monitoring and sampling the storm water runoff from certain of our facilities.
+Added: In addition, on June 28, 2016, the EPA published a final rule prohibiting the discharge of wastewater from onshore unconventional oil and gas extraction facilities to publicly owned wastewater treatment plants.
+Added: Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans, as well as for monitoring and sampling the storm water runoff from
+Added: certain of our facilities.
Also, spill prevention, control and countermeasure plan requirements under federal law require appropriate containment berms and similar structures to help prevent the contamination of navigable waters.
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In recent years, federal, state and local governments have taken steps to reduce emissions of carbon dioxide, methane and other greenhouse gases, collectively referred to as GHGs.
−Removed: For example, the Infrastructure Investment and Jobs Act of 2021 and the Inflation Reduction Act of 2022 (the “IRA”) include billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles, investments in advanced biofuels and supporting infrastructure and carbon capture and sequestration, amongst other provisions.
−Removed: In addition, the IRA imposes the first ever federal fee on the emission of GHGs through a methane emissions charge, which will be phased-in starting in 2024.
−Removed: On January 12, 2024, the EPA announced a proposed rule to implement the methane emissions charge.
−Removed: These incentives and regulations could accelerate the transition of the economy away from the use of fossil fuels towards lower or zero carbon emissions alternatives, which could decrease demand for our well completion, natural sand proppant and other services related to the oil and natural gas industry.
The EPA has also finalized a series of GHG monitoring, reporting and emissions control rules for the oil and natural gas industry, and almost one-half of the states have taken measures to reduce emissions of GHGs primarily through the development of GHG emission inventories and/or regional GHG cap-and-trade programs.
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Furthermore, many state and local leaders have stated their intent to intensify efforts to support the international commitments.
−Removed: However, President Trump has recently announced he intends for the United States to withdraw from the 2015 Paris agreement.
+Added: On January 27, 2026, the United States withdrew from the 2015 Paris Agreement.
In addition, there have also been efforts in recent years to influence the investment community, including investment advisors and certain sovereign wealth, pension and endowment funds promoting divestment of fossil fuel equities and pressuring lenders to limit funding to companies engaged in the extraction of fossil fuel reserves.
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However, at this time, we are unable to determine the extent to which climate change may lead to increased storm or weather hazards affecting our operations.
−Removed: Endangered Species Act
−Removed: Environmental laws such as the Endangered Species Act, as amended, or the ESA, may impact exploration, development and production activities on public or private lands.
−Removed: The ESA provides broad protection for species of fish, wildlife and plants that are listed as threatened or endangered in the U.S.
−Removed: Similar protections are offered to migratory birds under the Migratory Bird Treaty Act.
−Removed: Federal agencies are required to insure that any action authorized, funded or carried out by them is not likely to jeopardize the continued existence of listed species or modify their critical habitat.
−Removed: While some of our facilities may be located in areas that are designated as habitat for endangered or threatened species, we believe that we are in substantial compliance with the ESA.
−Removed: Fish and Wildlife Service may identify, however, previously unidentified endangered or threatened species or may designate critical habitat and suitable habitat areas that it believes are necessary for survival of a threatened or endangered species, which could cause us to incur additional costs or become subject to operating restrictions or bans in the affected areas.
−Removed: Regulation of Hydraulic Fracturing
−Removed: A portion of our business is dependent on our ability to conduct hydraulic fracturing and horizontal drilling activities.
−Removed: Hydraulic fracturing is an important and common practice that is used to stimulate production of hydrocarbons, particularly natural gas, from tight formations, including shales.
−Removed: The process, which involves the injection of water, sand and chemicals (also called “proppants”) under pressure into formations to fracture the surrounding rock and stimulate production, is typically regulated by state oil and natural gas commissions.
−Removed: However, federal agencies have asserted regulatory authority over certain aspects of the process.
−Removed: For example, the EPA has taken the position that hydraulic fracturing with fluids containing diesel fuel is subject to regulation under the Underground Injection Control program, specifically as “Class II” Underground Injection Control wells under the Safe Drinking Water Act.
−Removed: In addition, on June 28, 2016, the EPA published a final rule prohibiting the discharge of wastewater from onshore unconventional oil and natural gas extraction facilities to publicly owned wastewater treatment plans.
−Removed: The EPA is also conducting a study of private wastewater treatment facilities (also known as centralized waste treatment, or CWT, facilities) accepting oil and natural gas extraction wastewater.
−Removed: The EPA is collecting data and information related to the extent to which CWT facilities accept such wastewater, available treatment technologies (and their associated costs), discharge characteristics, financial characteristics of CWT facilities and the environmental impacts of discharges from CWT facilities.
−Removed: Furthermore, legislation to amend the Safe Drinking Water Act, or SDWA, to repeal the exemption for hydraulic fracturing (except when diesel fuels are used) from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of Congress.
−Removed: On August 16, 2012, the EPA published final regulations under the federal Clean Air Act that establish new air emission controls for oil and natural gas production and natural gas processing operations.
−Removed: Specifically, the EPA’s rule package includes New Source Performance standards, which we refer to as NSP standards, to address emissions of sulfur dioxide and volatile organic compounds and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities.
−Removed: The final rules seek to achieve a 95% reduction in volatile organic compounds emitted by requiring the use of reduced emission completions or “green completions” on all hydraulically-fractured wells constructed or refractured after January 1, 2015.
−Removed: The rules also establish specific new requirements regarding emissions from compressors, controllers, dehydrators, storage tanks and other production equipment.
−Removed: The EPA received numerous requests for reconsideration of these rules from both industry and the environmental community, and court challenges to the rules were also filed.
−Removed: In response, the EPA has issued, and will likely continue to issue, revised rules responsive to some of the requests for reconsideration.
−Removed: In particular, on May 12, 2016, the EPA amended the NSP standards to impose new standards for methane and VOC emissions for certain new, modified and reconstructed equipment, processes and activities across the oil and natural gas sector.
−Removed: However, on August 13, 2020, in response to an executive order by former President Trump to review and revise unduly burdensome regulations, the EPA amended the 2012 and 2016 New Source Performance standards to ease regulatory burdens, including rescinding standards applicable to transmission or storage segments and eliminating methane requirements altogether.
−Removed: On June 30, 2021, President Biden signed into law a joint resolution of Congress disapproving the 2020 amendments (with the exception of some technical changes) thereby reinstating the 2012 and 2016 New Source Performance standards.
−Removed: The EPA expects owners and operators of regulated sources to take “immediate steps” to comply with these standards.
−Removed: Additionally, on December 2, 2023, the EPA announced a final rule that would expand and strengthen emission reduction requirements for both new and existing sources in the oil and natural gas industry by requiring increased monitoring of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries and prohibiting venting of natural gas in certain situations.
−Removed: President Trump has indicated his support for withdrawal of EPA’s proposed rule imposing a fee on methane emissions from oil and gas facilities.
−Removed: In addition, on March 26, 2015, the Bureau of Land Management, or BLM, published a final rule governing hydraulic fracturing on federal and Indian lands.
−Removed: The rule requires public disclosure of chemicals used in hydraulic fracturing,
−Removed: implementation of a casing and cementing program, management of recovered fluids, and submission to the BLM of detailed information about the proposed operation, including wellbore geology, the location of faults and fractures, and the depths of all usable water.
−Removed: Also, on November 18, 2016, the BLM finalized a waste prevention rule to reduce the flaring, venting and leaking of methane from oil and gas operations on federal and Indian lands.
−Removed: The rule requires operators to use currently available technologies and equipment to reduce flaring, periodically inspect their operations for leaks, and replace outdated equipment that vents large quantities of gas into the air.
−Removed: The rule also clarifies when operators owe the government royalties for flared gas.
−Removed: On March 28, 2017, the Trump Administration issued an executive order directing the BLM to review the above rules and, if appropriate, to initiate a rulemaking to rescind or revise them.
−Removed: Accordingly, on December 29, 2017, the BLM published a final rule to rescind the 2015 hydraulic fracturing rule.
−Removed: A coalition of environmentalists, tribal advocates and the State of California filed lawsuits challenging the rule rescission.
−Removed: Also, on September 28, 2018, the BLM finalized revisions to the waste prevention rule to reduce “unnecessary compliance burdens”.
−Removed: However, a federal court struck down the scaled-back rule on July 15, 2020, and shortly thereafter, on October 8, 2020, another federal court struck down the 2016 waste prevention rule.
−Removed: On November 28, 2022, the BLM announced a proposed replacement rule to reduce the waste of natural gas from venting, flaring and leaks during oil and gas production activities on federal and Indian lands, which would require the use of upgraded equipment in some cases and would place time and volume limits on royalty-free flaring.
−Removed: Also, on July 24, 2023, the BLM published a
−Removed: proposed rule to update its oil and gas leasing regulations, which would increase bonding requirements and raise royalty rates.
−Removed: At this time, it is uncertain when, or if, the rules will be implemented, and what impact they would have on our operations.
−Removed: There are certain governmental reviews either underway or being proposed that focus on the environmental aspects of hydraulic fracturing practices.
−Removed: On December 13, 2016, the EPA released a study examining the potential for hydraulic fracturing activities to impact drinking water resources, finding that, under some circumstances, the use of water in hydraulic fracturing activities can impact drinking water resources.
−Removed: Also, on February 6, 2015, the EPA released a report with findings and recommendations related to public concern about induced seismic activity from disposal wells.
−Removed: The report recommends strategies for managing and minimizing the potential for significant injection-induced seismic events.
−Removed: Other governmental agencies, including the U.S.
−Removed: Department of Energy and the U.S.
−Removed: Department of the Interior have evaluated or are evaluating various other aspects of hydraulic fracturing.
−Removed: These ongoing or proposed studies, depending on their degree of pursuit and whether any meaningful results are obtained, could spur initiatives to further regulate hydraulic fracturing, and could ultimately make it more difficult or costly for us to perform fracturing and increase our costs of compliance and doing business.
−Removed: Several states and local jurisdictions in which we or our customers operate have adopted or are considering adopting regulations that could restrict or prohibit hydraulic fracturing in certain circumstances, impose more stringent operating standards, require the disclosure of the composition of hydraulic fracturing fluids and/or impose restrictions on the use of produced water from hydraulic fracturing activities or moratoriums on new produced water well permits in an effort to control induced seismicity.
−Removed: Any increased regulation of hydraulic fracturing or related activities could reduce the demand for our services and materially and adversely affect our reserves and results of operations.
−Removed: There has been increasing public controversy regarding hydraulic fracturing with regard to the use of fracturing fluids, induced seismic activity, impacts on drinking water supplies, use of water and the potential for impacts to surface water, groundwater and the environment generally.
−Removed: A number of lawsuits and enforcement actions have been initiated across the country implicating hydraulic fracturing practices.
−Removed: If new laws or regulations that significantly restrict hydraulic fracturing are adopted, such laws could make it more difficult or costly for us to perform fracturing to stimulate production from tight formations as well as make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater.
−Removed: In addition, if hydraulic fracturing is further regulated at the federal, state or local level, our customers’ fracturing activities could become subject to additional permitting and financial assurance requirements, more stringent construction specifications, increased monitoring, reporting and recordkeeping obligations, plugging and abandonment requirements and also to attendant permitting delays and potential increases in costs.
−Removed: Such legislative or regulatory changes could cause us or our customers to incur substantial compliance costs, and compliance or the consequences of any failure to comply by us could have a material adverse effect on our financial condition and results of operations.
−Removed: At this time, it is not possible to estimate the impact on our business of newly enacted or potential federal, state or local laws governing hydraulic fracturing.
Regulation of Natural Sand Proppant Services
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In our infrastructure business, our operations are subject to various federal, state and local laws and regulations including:
−Removed: • licensing, permitting and inspection requirements applicable to contractors, electricians and engineers;
+Added: • licensing, permitting and inspection requirements applicable to contractors;
• regulations governing environmental and conservation matters;
4 unchanged sentences
• special bidding, procurement and other requirements on government projects.
−Removed: We believe that we have all the licenses required to conduct our energy infrastructure services and that we are in substantial compliance with applicable regulatory requirements.
+Added: We believe that we have all the licenses required to conduct our infrastructure services and that we are in substantial compliance with applicable regulatory requirements.
Our failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses, as well as give rise to termination or cancellation rights under our contracts or disqualify us from future bidding opportunities.
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We also hire independent contractors and consultants involved in land, technical, regulatory and other disciplines to assist our full-time employees.
−Removed: We view our employees as our greatest asset and actively recruit talented people regardless of gender or ethnic background.
−Removed: We also promote diversity, inclusion and equal employment opportunities by evaluating and promoting employees based on skills and performance alone, while also seeking to attract and retain a diverse workforce and continuing to cultivate an inclusive and respectful work environment.
−Removed: One of five of our current board members is ethnically diverse.
−Removed: Further, as of December 31, 2024, over 9% of our employees were women and 24 of 117 employees holding managerial and other key positions within the organization are women.
−Removed: Also, over 13% of our employees self-identify as ethnic minorities as of December 31, 2024.
Further, we invest in the learning and development of our employees.
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• We may experience losses in excess of our recorded reserves for receivables.
+Added: • We cannot predict the impact of the ongoing war in Ukraine, the instability in the Middle East and actions by the United States in Venezuela on the global economy, energy markets, geopolitical stability, industries in which we operate and our business.
• Cobra, one of our infrastructure services subsidiaries, was party to service contracts with PREPA.
1 unchanged sentence
In the event that PREPA does not pay the remaining amount owed to us under the Settlement Agreement, our financial condition, results of operations and cash flows may be materially and adversely affected.
+Added: • If our portfolio of aircraft assets becomes obsolete or experiences a decline in customer demand, our ability to lease or sell our portfolio of aircraft assets and our results of operations may be negatively impacted and may result in impairment charges.
• Our revolving credit facility impose restrictions on us that may affect our ability to successfully operate our business.
2 unchanged sentences
• If oil prices or natural gas prices decline, the demand for our oil and natural gas services could be adversely affected.
+Added: • Failure to effectively and timely address the energy transition to a lower carbon footprint could adversely affect our oil and gas business.
+Added: • Shortages, delays in delivery and interruptions in supply of major components, replacement parts or, other equipment, supplies or materials may adversely affect our rental business.
+Added: • Oilfield services equipment, refurbishment and new asset construction projects, as well as the reactivation of oilfield service assets that have been idle for six months or longer, are subject to risks which could cause delays or cost overruns and adversely affect our business, cash flows, results of operations and financial position.
• Advancements in oilfield service technologies could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: • Our failure to receive payment for contract change orders or adequately recover on claims brought by us against customers related to payment terms and costs could materially and adversely affect our financial position, results of operations and cash flows.
+Added: • Our business depends upon our ability to obtain specialized equipment and parts from third-party suppliers, and we may be vulnerable to delayed deliveries and future price increases.
• We may not accurately estimate the costs associated with infrastructure services provided under fixed price contracts, which could have an adverse effect on our financial condition, results of operations and cash flows.
• We may be unable to obtain sufficient bonding capacity to support certain service offerings, and the need for performance and surety bonds could reduce availability under our revolving credit facility.
+Added: • The nature of our infrastructure services business exposes us to potential liability for warranty claims and faulty engineering, which may reduce our profitability.
+Added: • The timing of new contracts and termination of existing contracts may result in unpredictable fluctuations in our cash flows and financial results.
+Added: • Delays and reductions in government appropriations can negatively impact infrastructure engineering, design, construction, maintenance and repair projects and may impair the ability of our infrastructure customers to timely pay for products or services provided or result in their insolvency or bankruptcy, any of which exposes us to credit risk of our infrastructure customers.
• An increase in the prices of certain materials used in our businesses could adversely affect our business, financial condition, results of operation and cash flows.
+Added: • Inaccuracies in estimates of volumes and qualities of our sand reserves could result in lower than expected sales and higher than expected production costs.
+Added: • As part of our natural sand proppant services business, we rely on third parties for raw materials and transportation, and the suspension or termination of our relationship with one or more of these third parties could adversely affect our business, financial conditions, results of operations and cash flows.
+Added: • Future performance of our natural sand proppant services business will depend on our ability to succeed in competitive markets, and on our ability to appropriately react to potential fluctuations in the demand for and supply of frac sand.
+Added: • Demand for our frac sand products could be reduced by changes in well stimulation processes and technologies, as well as changes in governmental regulations and other applicable law.
+Added: • We face distribution and logistics challenges in our business.
• Increasing transportation and related costs could have a material adverse effect on our business.
• Diminished access to water and inability to secure or maintain necessary permits may adversely affect operations of our frac sand processing plants.
+Added: • The customized nature, and remote location, of the modular camps that we provide and service present unique challenges that could adversely affect our ability to successfully operate our remote accommodations business.
+Added: • Health and food safety issues and food-borne illness concerns could adversely affect our remote accommodations business.
+Added: • Development of permanent infrastructure in the Canadian oil sands region or other locations where we locate our remote accommodations could negatively impact our remote accommodations business.
+Added: • Revenue generated and expenses incurred by our remote accommodation business are denominated in the Canadian dollar and could be negatively impacted by currency fluctuations.
• In the course of our business, we may become subject to lawsuits, indemnity or other claims, which could materially and adversely affect our business, results of operations and cash flows.
• We rely on a few key employees whose absence or loss could adversely affect our business.
+Added: • If we are unable to employ a sufficient number of skilled and qualified workers, our capacity and profitability could be diminished and our growth potential could be impaired.
+Added: • Unionization efforts could increase our costs or limit our flexibility.
• Our operations may be limited or disrupted in certain parts of the continental U.S.
1 unchanged sentence
• Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition.
+Added: • Public health emergencies and resulting adverse economic conditions have had, and may continue to have, a material adverse effect on our financial condition, results of operations, and cash flows.
+Added: • A terrorist attack or armed conflict could harm our business.
• Our operations require substantial capital and we may be unable to obtain needed capital or financing on satisfactory terms or at all, which could limit our ability to grow or conduct our business.
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• If our intended expansion of our business is not successful, our financial condition, profitability and results of operations could be adversely affected, and we may not achieve increases in revenue and profitability that we hope to realize.
−Removed: • Our operations are subject to hazards inherent in the oil and natural gas and energy infrastructure industries, which could expose us to substantial liability and cause us to lose customers and substantial revenue.
+Added: • Our revolving credit facility provides for fluctuating interest rates, which may increase or decrease our interest expense.
+Added: • We may not be able to provide services that meet the specific needs of oil and natural gas exploration and production companies or utilities at competitive prices.
+Added: • Our operations are subject to hazards inherent in the oil and natural gas and infrastructure industries, which could expose us to substantial liability and cause us to lose customers and substantial revenue.
• We are subject to extensive environmental, health and safety laws and regulations that may subject us to substantial liability or require us to take actions that will adversely affect our results of operations.
+Added: • Legislation or regulatory initiatives intended to address seismic activity could restrict our drilling and production activities, as well as our ability to dispose of produced water gathered from such activities, which could have a material adverse effect on our business.
• Our operations in our natural sand proppant services business are dependent on our rights and ability to mine our properties and on our having renewed or received the required permits and approvals from governmental authorities and other third parties.
+Added: • Penalties, fines or sanctions that may be imposed by the U.S.
+Added: Mine Safety and Health Administration could have a material adverse effect on our proppant production and sales business and our overall financial condition, results of operations and cash flows.
+Added: • Increasing trucking regulations may increase our costs and negatively impact our results of operations.
+Added: • Conservation measures and technological advances could reduce demand for oil and natural gas and our services.
• Changes in tax laws and regulations or adverse outcomes resulting from examination of our tax returns may adversely affect our business, results of operations, financial condition and cash flow.
+Added: • Losses and liabilities from uninsured or underinsured activities could have a material adverse effect on our financial condition and operations.
+Added: • We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition and results of operations.
+Added: • Loss of our information and computer systems could adversely affect our business.
• We are subject to cyber security risks.
2 unchanged sentences
• Our largest stockholder controls a significant percentage of our common stock, and its interests may conflict with those of our other stockholders.
+Added: • A significant reduction by Wexford of its ownership interests in us could adversely affect us.
+Added: • We are subject to certain requirements of Section 404 of the Sarbanes-Oxley Act.
+Added: If we are unable to continue to comply with Section 404 or if the costs related to compliance are significant, our profitability, stock price, results of operations and financial condition could be materially adversely affected.
• The corporate opportunity provisions in our certificate of incorporation could enable Wexford or other affiliates of ours to benefit from corporate opportunities that might otherwise be available to us.
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.