What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-07 compared with 2024-03-01 · 131 added, 149 removed, 522 unchanged (35% of the section changed)

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Our primary business objective is to grow our operations and create value for stockholders through organic growth opportunities and accretive acquisitions.

Our suite of services includes well completion services, infrastructure services, natural sand proppant services, drilling services and other services.

Our well completion services division provides hydraulic fracturing, sand hauling and water transfer services.

Our suite of services includes well completion services, infrastructure services, natural sand proppant services and other services.

Our well completion services division provides hydraulic fracturing and sand hauling services.

Our infrastructure services division provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry.

Our natural sand proppant services division mines, processes and sells natural sand proppant used for hydraulic fracturing.

Our drilling services division currently provides rental equipment, such as mud motors and operational tools, for both vertical and horizontal drilling.

In addition to these service divisions, we also provide aviation services, equipment rentals, remote accommodations and equipment manufacturing.

In addition to these service divisions, we also provide directional drilling services, aviation services, equipment rentals, remote accommodations and equipment manufacturing.

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.

Our complementary suite of services provides us with the opportunity to cross-sell our services and expand our customer base and geographic positioning.

The growth of our industrial businesses is ongoing.

We continue to focus on growing our industrial business.

We offer infrastructure engineering services focused on the transmission and distribution industry and also have equipment manufacturing operations and offer fiber optic services.

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They bring valuable expertise and long-term customer relationships to our business.

We provide our well completion, natural sand proppant, drilling 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.

Our revenues, operating income (loss) and identifiable assets are primarily attributable to four reportable segments:

well completion services, infrastructure services, natural sand proppant services and drilling services.

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.

Our revenues, operating income (loss) and identifiable assets are primarily attributable to three reportable segments:

well completion services, infrastructure services and natural sand proppant services.

Well Completion Services

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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.

One of our six pressure pumping fleets was staffed and providing services in the northeast region as of December 31, 2023.

Over the past two years, we have converted two fleets to include dynamic gas blending, or DGB, capabilities to meet recent shifts in customer demand.

Further, subject to market conditions and liquidity requirements, we have plans to upgrade one additional fleet in 2024.

Two of our six pressure pumping fleets were staffed and providing services in the northeast region as of December 31, 2024.

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.

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Water Transfer.

Our water transfer services provide water sourcing and water transfer services primarily for completion activities in the mid-continent region.

During the periods discussed in this report, we provided water transfer services primarily for completion activities in the mid-continent region.

During the fourth quarter of 2024, we idled these operations.

As of December 31, 2024, we owned 95 water transfer pumps and 84 miles of layflat hose.

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We contract with most of our well completion customers under master service agreements, or MSAs.

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 provision.

Infrastructure Services

Our infrastructure services business provides engineering, design, construction, upgrade, maintenance and repair services to the electrical infrastructure industry.

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 high voltage transmission lines, substations and lower voltage overhead and underground distribution systems.

high voltage transmission lines, substations and lower voltage overhead and underground distribution systems.

Our commercial services include the installation, maintenance and repair of commercial wiring.

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We provide infrastructure services primarily in the northeast, southwest, midwest and western portions of the United States.

We currently have agreements in place with private utilities, public IOUs and Co-Ops.

Our average crew count declined slightly from approximately 83 crews throughout 2023 to approximately 79 crews throughout 2024.

With the Infrastructure Investment and Jobs Act funds being released for infrastructure projects, we remain encouraged about the potential for growth in this sector.

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.

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.

We work for multiple private utilities, public IOUs and Co-Ops primarily across the northeastern, southwestern, midwestern and western portions of the United States.

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.

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.

Settlement Agreement with PREPA

Since we commenced operations in this line of business, a substantial portion of our infrastructure revenue has been generated from storm restoration work, primarily from the Puerto Rico Electric Power Authority, or PREPA, due to damage caused by Hurricane Maria.

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Our work under each of the contracts with PREPA ended on March 31, 2019.

PREPA is currently subject to bankruptcy proceedings pending in the U.S.

District Court for the District of Puerto Rico.

As a result, PREPA’s ability to meet its payment obligations under the contracts is largely dependent upon funding from the FEMA or other sources.

As of December 31, 2023, PREPA owed Cobra approximately $ 204.8 million for services performed, excluding $ 197.5 million of interest charged on delinquent balances.

Subsequent to December 31, 2023, PREPA paid an aggregate of $ 64.0 million with respect to the PREPA account receivable, of which $ 9.6 million was paid to Cobra and $ 54.4 million was paid to SPCP Group, LLC (“SPCP Group”) under the assignment agreement with Cobra, pursuant to which on December 1, 2023, Cobra transferred approximately $ 54.4 million of its outstanding PREPA receivable to SPCP Group in exchange for Cobras receipt of $ 46.1 million in net proceeds.

Following the payment of $54.4 million to SPCP Group, all of Cobra’s and Mammoth’s obligations under the assignment agreement were fully extinguished and the agreement was terminated.

PREPA is currently subject to bankruptcy proceedings, which were filed in July 2017 and are currently pending in the United States District Court for the District of Puerto Rico (the “Title III Court”).

As a result, PREPA’s ability to meet its payment obligations under the above-referenced agreements was largely dependent upon funding from the Federal Emergency Management Agency (“FEMA”) or other sources.

Since September 30, 2019, Cobra has been pursuing litigation in the Title III Court and other dispute resolution efforts seeking recovery of the amounts owed to Cobra by PREPA for restoration services in Puerto Rico, which proceedings are discussed in more detail in the Company’s prior reports filed with the SEC.

PREPA was holding approximately $18.4 million in funds (the “Withheld FEMA Funds”) received from FEMA and considered payable to Cobra but had been withheld due to garnishments asserted by three Puerto Rican municipalities (the “Specified Municipalities”) for certain municipal tax claims discussed in Mammoth’s filings with the SEC (the “Specified Municipal Tax Claims”) and for which Cobra disputed any valid garnishment.

On July 22, 2024, Cobra entered into a release and settlement agreement with PREPA and the Financial Oversight and Management Board for Puerto Rico (“FOMB”), in its capacity as Title III representative for PREPA, to settle all outstanding matters between Cobra and PREPA (the “Settlement Agreement”).

Under the terms of the Settlement Agreement, Cobra was allowed an administrative expense claim against PREPA of $170.0 million, plus the $18.4 million in the Withheld FEMA Funds.

Cobra’s allowed claim will be paid through three installments:

(i) $150.0 million on the later of (A) ten business days following approval of the Settlement Agreement by the Title III Court and (B) August 31, 2024;

(ii) $20.0 million within seven days following the effective date of PREPA’s plan of adjustment;

and (iii) $18.4 million (subject to providing one or more indemnity letters of credit) in the Withheld FEMA Funds within either (A) ten business days after the deadline for appealing the entry of the settlement order by the Title III Court under the applicable bankruptcy rules of procedure if no such appeal is filed, or (B) if the provisions of the settlement order allowing PREPA to release the Withheld FEMA Funds to Cobra without retaining any liability to the Specified Municipalities are appealed by the Specified Municipalities, within ten business days of the filing of the notice of such appeal.

The Settlement Agreement was approved by the Company’s Board of Directors on July 22, 2024, and was also approved by the PREPA Board and by the FOMB.

On September 18, 2024, the Settlement Agreement was approved by the Title III Court overruling all objections thereto and an order was entered the same day (the “Settlement Order”).

On October 1, 2024, Cobra received the first installment payment of $150.0 million from the Commonwealth of Puerto Rico in connection with the Settlement Agreement with PREPA.

Also on October 1, 2024, certain Puerto Rico municipalities and Foreman Electric Services Inc.

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.

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.

On October 18, 2024, Cobra received a payment from PREPA totaling $18.4 million under the terms of the Settlement Agreement.

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.

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.

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.

“Summary of Significant Accounting Policies—Accounts Receivable” and Note 20.

Commitments and Contingencies to our consolidated financial statements and Item 1A., and “Risk Factors—Risks Related to Our Business and the Industries We Serve” included elsewhere in this annual report for more information regarding these delinquent balances as well as other legal actions and governmental investigations related to our work for PREPA, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Cobra Assignment Agreement” for additional information regarding the assignment agreement with SPCP Group.

During 2022, operational improvements combined with increased crew count drove enhanced results in our infrastructure services division compared to 2021.

Although our average crew count declined slightly from approximately 91 crews throughout 2022 to approximately 83 crews throughout 2023, operational efficiencies drove comparable results.

Funding for projects in the infrastructure space remains strong with added opportunities expected from the Infrastructure Investment and Jobs Act, which was signed into law on November 15, 2021.

We anticipate the federal spending to begin fueling additional projects in this sector and expect bidding activity to ramp up in 2024.

We work for multiple utilities primarily across the northeastern, southwestern, midwestern and western portions of the United States.

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.

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.

“Commitments and Contingencies—Litigation” to our consolidated financial statements included elsewhere in this annual report for more information.

Natural Sand Proppant Services

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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.

In the fourth quarter of 2023, we entered into a sand supply agreement with a third-party service provider.

Under the terms of the agreement, we have agreed to supply, in aggregate, approximately 709 thousand tons of sand over the contract period of 12 months.

Drilling Services

Due to market conditions, we temporarily shut-down our rig moving services in April 2020 and our contract land drilling operations beginning in December 2019.

We continue to maintain our equipment and monitor market conditions to determine if and when we will recommence these services.

Other Services

We also offer a variety of other services including directional drilling services, aviation services, equipment rental services, remote accommodation services and equipment manufacturing services.

Additionally, previously we offered contract

land drilling services, rig moving services, coil tubing services, pressure control services, flowback services, crude oil hauling services, cementing services and acidizing services.

Directional Drilling .

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Currently, we perform our directional drilling services in the Utica Shale, Anadarko Basin, Arkoma Basin, Powder River Basin and Permian Basin.

Contract Drilling .

As part of our contract drilling services, we provided both vertical and horizontal drilling services to customers in the Permian Basin of West Texas.

As of December 31, 2023, 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.

Our drilling rigs have rated maximum depth capabilities ranging from 12,500 feet to 20,000 feet.

Of these drilling rigs, six are electric rigs and five are mechanical rigs.

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.

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.

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.

Most drilling rigs capable of drilling in deep formations drill to measured depths greater than 10,000 to 18,000 feet.

Generally, land rigs operate with four crews of five people and two tool pushers, or rig managers, rotating on a weekly or bi-weekly schedule.

We believe that our drilling rigs and other related equipment are in good operating condition.

Our employees perform periodic maintenance and minor repair work on our drilling rigs.

Prior to our temporary shutdown of these services in December 2019, we obtained our contracts for drilling oil and natural gas wells either through competitive bidding or through direct negotiations with customers.

We typically entered into drilling contracts that provided for compensation on a daywork basis.

Occasionally, we entered into drilling contracts that provided for compensation on a footage basis;

however, a majority of such footage drilling contracts also provided for daywork rates for work outside core drilling activities contemplated by such footage contracts and under certain other circumstances.

We have not historically entered into turnkey contracts;

however, we may decide to enter into such contracts in the future.

It is also possible that we may acquire such contracts in connection with future acquisitions of drilling assets.

Contract terms generally depend on the complexity and risk of operations, the on-site drilling conditions, the type of equipment used, the anticipated duration of the work to be performed and market conditions.

We provided rig moving services in the Permian Basin.

Due to market conditions, we temporarily shut-down our rig moving operations beginning in April 2020.

As of December 31, 2023, we owned 15 trucks specifically tailored to move rigs.

Other Services

We also offer a variety of other services including aviation services, equipment rental services, remote accommodation services and equipment manufacturing services.

Additionally, during certain of the periods discussed in this report, we offered coil tubing services, pressure control services, flowback services, crude oil hauling services, cementing services and acidizing services.

Aviation Services.

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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.

We also offered coil tubing services, pressure control services, flowback services, crude oil hauling services, cementing services and acidizing services during certain of the periods discussed in this report.

Due to market conditions, we temporarily shut down our flowback, cementing and acidizing operations beginning in July 2019, our coil tubing, pressure control and full service transportation operations beginning in July 2020 and our crude oil hauling operations beginning in July 2021.

We also offered coil tubing services, pressure control services, flowback services, crude oil hauling services, cementing services and acidizing services.

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.

We continue to maintain our equipment and monitor market conditions to determine if and when we will recommence these services.

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As of December 31, 2024, we owned four acidizing pumps.

Contract Drilling .

As part of our contract drilling services, we provided both vertical and horizontal drilling services to customers in the Permian Basin of West Texas.

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.

Our drilling rigs have rated maximum depth capabilities ranging from 12,500 feet to 20,000 feet.

Of these drilling rigs, six are electric rigs and five are mechanical rigs.

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.

Most drilling rigs capable of drilling in deep formations drill to measured depths greater than 10,000 to 18,000 feet.

We believe that our drilling rigs and other related equipment are in good operating condition.

Our employees perform periodic maintenance and minor repair work on our drilling rigs.

We provided rig moving services in the Permian Basin.

As of December 31, 2024, we owned 15 trucks specifically tailored to move rigs.

Coil Tubing .

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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.

In March and April 2020, concurrent with the COVID-19 pandemic and quarantine orders in the U.S.

and worldwide, oil prices dropped sharply to below zero dollars per barrel for the first time in history due to factors including significantly reduced demand and a shortage of storage facilities.

In 2021, U.S.

oil production stabilized as commodity prices increased and demand for crude oil rebounded.

We saw improvements in the oilfield services industry and in both pricing and utilization of our well completion and drilling services during 2022.

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.

These factors have continued into the first quarter of 2024.

Despite this short-term softness, however, we are seeing indications that activity levels will begin to ramp back up in mid-2024, creating the opportunity to reactivate additional fleets, if appropriate.

The ongoing war in Ukraine and the recent Israel-Hamas war, however, could continue to have an adverse impact on the global energy markets and volatility of commodity prices, which could further adversely impact demand for our well completion services.

In response to market conditions, we temporarily shut down 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.

Throughout 2024, we continued to experience persistent challenges in our well completion business and other oilfield services associated with lower U.S.

onshore activity and sustained weakness in the natural gas basins in which we operate.

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.

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.

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.

We continue to monitor the market to determine if and when we can recommence these services.

Natural Sand Proppant Industry

We experienced a significant decline in demand of our sand proppant in the second half of 2019 and throughout 2020 as a result of completion activity falling due to lower oil demand and pricing, increased capital discipline by our customers, budget exhaustion and the COVID-19 pandemic.

Activity rebounded modestly in 2021 and continued to increase throughout 2022 as we saw an increase in the volume of sand sold.

Supply constraints from labor shortages negatively affected West Texas in-basin mine operations and increased demand for Northern White frac sand for the region in 2022.

Demand from oil and gas companies in Western Canada and the Marcellus Shale was also strong in 2022.

The increase in activity in 2022 resulted in an increase in demand and pricing for our sand, which continued throughout the first quarter of 2023.

Increased demand from oil and gas companies in 2022 resulted in higher demand and pricing for our sand compared to 2021, which continued throughout the first quarter of 2023.

Demand for our natural sand proppant was adversely impacted in the second quarter of 2023 by the wildfires in Canada, which hindered our ability to transport sand.

Notwithstanding the foregoing, our sand business remained resilient during the second quarter of 2023.

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.

We are beginning to see an uptick in orders for our sand in the first quarter of 2024.

Activity remained suppressed throughout 2024.

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.

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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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.

Funding for projects in the infrastructure space remains strong with added opportunities expected from the Infrastructure Investment and Jobs Act, which was signed into law on November 15, 2021.

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.

Our Strengths

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We currently operate facilities and service centers to support our oilfield service operations in major unconventional resource plays in the United States, including the Utica Shale in Eastern Ohio, the Permian Basin in West Texas and Southeastern New Mexico, the SCOOP/STACK in Oklahoma, the Marcellus Shale in West Virginia, the Granite Wash in Oklahoma and Texas, the Cana Woodford Shale in Oklahoma and the oil sands in Alberta, Canada.

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.

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.

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.

• Experienced management and operating team.

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We believe that our fleet of quality equipment will allow us to provide a high level of service to our customers.

In addition, we have converted two fleets of our pressure

pumping units to include DGB capabilities to meet recent shifts in customer demand and expect to convert one additional fleet during 2024, subject to market conditions and liquidity requirements.

Our Business Strategy

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On November 15, 2021, President Biden signed the Infrastructure Investment and Jobs Act into law.

This is expected to bring new opportunities in the infrastructure industry, including new fiber-related projects.

This has brought new opportunities in the infrastructure industry, including new fiber-related projects.

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.

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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.

During 2023, oil prices fluctuated between a low of $66.74 on March 17, 2023, and a high of $93.68 on September 27, 2023, and averaged $77.61 per barrel for the year.

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.

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.

We saw a decline in commodity pricing during 2024, resulting in lower utilization and margins for our oilfield services divisions.

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We seek to maintain a conservative balance sheet, which allows us to better react to changes in commodity prices and related demand for our services, as well as overall market conditions.

During 2023, we reduced our outstanding debt balance by $40.7 million, from $83.5 million as of December 31, 2022 to $42.8 million as of December 31, 2023.

• Expand our services to meet expanding customer demand.

The scope of services for horizontal wells is greater than that for conventional wells.

Industry analysts have reported that the average horsepower required for current completion designs, amount of sand per lateral foot, length of lateral and number of fracture stages has continued to increase since 2008.

We consistently monitor market conditions and intend to expand the capacity and scope of our business lines if, and when, demand warrants in resource plays in which we currently operate, as well as in new resource plays.

If we perceive unmet demand in our principal geographic locations for different service lines and subject to our liquidity needs, we will seek to expand our current service offerings to meet that demand.

We used a portion of the proceeds received from our Settlement Agreement with PREPA to pay, in full, all amounts owed under our term credit facility and terminated the facility.

As of December 31, 2024, we had no outstanding debt and unrestricted cash of $61.0 million.

• Leverage our experienced operational management team expertise.

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• Expand through selected, accretive acquisitions.

To complement our organic growth and subject to our liquidity needs, we intend to pursue selected, accretive acquisitions of businesses and assets, primarily related to our infrastructure

services, completion and production 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.

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.

We believe this approach will help facilitate the strategic expansion of our customer base, geographic presence and service offerings.

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Our customers consist primarily of independent oil and natural gas producers, land-based drilling contractors, private utilities, IOUs, and Co-Ops in North America.

For the years ended December 31, 2023, 2022 and 2021, we had approximately 360, 410 and 480 customers, respectively, including Hilcorp Energy, Devon Energy Corporation, Arsenal Resources, Camino Natural Resources, LLC and Overland Contracting Inc.

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.

Our top five customers accounted for approximately 34%, 35% and 36%, respectively, of our revenue for the years ended December 31, 2024, 2023 and 2022.

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Our field employees are required to complete both technical and safety training programs.

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 most recent testing date.

most recent testing date.

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.

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Our competition includes many large and small energy service companies, including the largest integrated oilfield services companies and energy infrastructure companies.

Our major competitors in well completion services include Halliburton Company, Universal Pressure Pumping, Inc., NexTier Oilfield Solutions, Inc., RPC Incorporated, Liberty Oilfield Services, Inc.

Our major competitors in well completion services include Halliburton Company, Evolution Well Services, NexTier Oilfield Solutions, Inc., Liberty Oilfield Services, Inc.

and ProFrac Holding Corp.

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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.

These regulatory authorities exercise broad powers, governing activities such as the authorization to engage in motor carrier

operations, driver licensing and insurance requirements, financial reporting and review of certain mergers, consolidations and acquisitions, and transportation of hazardous materials (HAZMAT).

These regulatory authorities exercise broad powers, governing activities such as the authorization to engage in motor carrier operations, driver licensing and insurance requirements, financial reporting and review of certain mergers, consolidations and acquisitions, and transportation of hazardous materials (HAZMAT).

Our trucking operations are subject to possible regulatory and legislative changes that may increase our costs.

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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.

To a large degree, intrastate motor carrier operations are subject to state safety regulations that mirror federal regulations.

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.

However, the agency has announced a future intention to revise its safety rating system by making greater use of SMS data in lieu of on-site compliance audits of carriers.

At this time, we cannot predict the effect such a revision may have on our safety rating.

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.

These changes are expected to go into effect in 2025.

At this time, we cannot predict the effect these revisions may have on our safety rating.

Environmental Matters and Regulation

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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.

Any such changes in the laws and regulations could have a material adverse effect on our capital expenditures and operating expenses.

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.

The appointment of a new EPA administrator may mitigate enforcement.

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.

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.

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.

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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Furthermore, many state and local leaders have stated their intent to intensify efforts to support the international commitments.

However, President Trump has recently announced he intends for the United States to withdraw 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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The EPA expects owners and operators of regulated sources to take “immediate steps” to comply with these standards.

of fugitive emissions, imposing new requirements for pneumatic controllers and tank batteries and prohibiting venting of natural gas in certain situations.

In July 2023, the Biden Administration also announced a new Cabinet-level task force aimed at detecting and cracking down on methane leaks.

These new standards, as well as any future laws and their implementing regulations, may require us to obtain pre-approval for the expansion or modification of existing facilities or the construction of new facilities expected to produce air emissions, impose stringent air permit requirements, or mandate the use of specific equipment or technologies to control emissions.

We cannot predict the final regulatory requirements or the cost to comply with such requirements with any certainty.

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.

President Trump has indicated his support for withdrawal of EPA’s proposed rule imposing a fee on methane emissions from oil and gas facilities.

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.

The rule requires public disclosure of chemicals used in hydraulic fracturing, 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.

The rule requires public disclosure of chemicals used in hydraulic fracturing,

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.

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.

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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.

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.

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.

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The effect of these regulations may be to limit the amount of oil and natural gas that may be produced from wells and to limit the number of wells or locations our customers can drill.

In 2015, the Ohio Department of Natural Resources, or the ODNR, enacted a comprehensive set of rules to regulate the construction of well pads.

Under these rules, operators must submit detailed horizontal well pad site plans certified by a professional engineer for review by the ODNR Division of Oil and Gas Resources Management prior to the construction of a well pad.

These rules have resulted in increased construction costs for operators.

The ODNR also adopted rules that took effect January 13, 2022 addressing the siting, permitting and construction of new oil and gas facilities and disposal wells.

These rules, among other things, set forth siting and setback criteria, prescribe detailed construction and operational requirements, establish insurance and financial assurance requirements, and institute requirements for decommissioning.

As of January 2024, the ODNR Division of Oil and Gas Resources Management is updating sections of the Ohio Administrative Code that regulate oil and gas activity, including proposed changes to the provisions governing the design, construction, modification, and reclamation of well sites used to drill and produce horizontal oil and gas wells.

The petroleum industry is also subject to compliance with various other federal, state and local regulations and laws.

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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.

One of six of our current board members and director nominees is ethnically diverse.

One of five of our current board members is ethnically diverse.

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.

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Our SWA policy empowers our employees to stop work whenever they identify unsafe work conditions.

When SWA is employed, operations cease until the risk is addressed and both

the employee and management agree that it is safe to resume work.

When SWA is employed, operations cease until the risk is addressed and both the employee and management agree that it is safe to resume work.

See also “Safety and Remediation Program” below for additional information.

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Risks Related to Our Business and the Industries We Serve

• Failure by PREPA to pay the amounts owed to our infrastructure subsidiary Cobra for services performed would materially and adversely affect our financial condition, results of operations and cash flows.

• Our customer base is concentrated and the loss of one or more of our significant customers, or their failure to pay the amounts they owe us, could cause our revenue to decline substantially.

• We may experience losses in excess of our recorded reserves for receivables.

• Our revolving credit facility and term credit facility impose restrictions on us that may affect our ability to successfully operate our business.

• Volatility in the oil and natural gas markets has negatively impacted our business in the past, and could negatively impact our oilfield services business in the future.

• Governmental laws, policies, regulations and subsidies, including initiatives to promote the use of renewable energy sources could create commodity volatility and negatively impact our oilfield services business.

• A transition of the global energy sector from primarily a fossil fuel-based system to renewable energy sources could affect our customers ’ level of expenditures.

• Shortages, delays in delivery and interruptions in supply of major components, replacement parts or, other equipment, supplies or materials may adversely affect our pressure pumping business and our drilling business.

• 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.

• 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 business.

• We may not accurately estimate the costs associated with infrastructure services provided under fixed price contracts, which could adversely affect our business, financial condition 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 credit facility.

• The nature of our infrastructure services business exposes us to potential liability for warranty claims and faulty engineering, which may reduce our profitability.

• Delays and reductions in government appropriations can negatively impact energy infrastructure engineering, design, construction, maintenance and repair projects and may impair the ability of our energy infrastructure customers to timely pay for products or services provided or result in their insolvency or bankruptcy.

• Future performance of our natural sand proppant services business will depend on our ability to appropriately react to potential fluctuations in the demand for and supply of frac sand.

• Cobra, one of our infrastructure services subsidiaries, was party to service contracts with PREPA.

Due to PREPA’s bankruptcy proceedings, PREPA’s ability to meet its payment obligations under the contracts is largely dependent upon funding from the FEMA or other sources.

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.

• Our revolving credit facility impose restrictions on us that may affect our ability to successfully operate our business.

• A portion of our business depends on the oil and natural gas industry and particularly on the level of exploration and production activity within the United States and Canada, and continued volatility in the oil and natural gas markets have impacted, and are likely to continue to impact, our oilfield services and, as a result, our business, financial condition, results of operations, cash flows and stock price.

• The cyclicality of the oil and natural gas industry may cause our operating results to fluctuate.

• If oil prices or natural gas prices decline, the demand for our oil and natural gas services could be adversely affected.

• Advancements in oilfield service technologies could have a material adverse effect on our business, financial condition, results of operations and cash flows.

• 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.

• 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.

• 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.

• 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.

• 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 and skilled and qualified workers whose absence or loss could adversely affect our business.

• We rely on a few key employees whose absence or loss could adversely affect our business.

• Our operations may be limited or disrupted in certain parts of the continental U.S.

and Canada during severe weather conditions.

and Canada during severe weather conditions, which could have a material adverse effect on our financial condition and results of operations.

• Concerns over general economic, business or industry conditions may have a material adverse effect on our results of operations, liquidity and financial condition.

• 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.

• We may have difficulties in identifying and financing suitable, accretive acquisition opportunities and integrating businesses, assets and personnel.

• Our liquidity needs could restrict our operations and make us more vulnerable to adverse economic conditions.

• Our revolving credit facility and term credit facility provide for fluctuating interest rates, which may increase or decrease our interest expense.

• The growth of our business through acquisitions may expose us to various risks, including those relating to difficulties in identifying suitable, accretive acquisition opportunities and integrating businesses, assets and personnel, as well as difficulties in obtaining financing for targeted acquisitions and the potential for increased leverage or debt service requirements.

• We may have difficulty managing growth in our business, which could adversely affect our financial condition and results of operations.

• 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.

• 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.

• We are subject to extensive environmental, health and safety laws, trucking and other regulations that may subject us to increased costs and/or substantial liability.

• 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.

• 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.

• 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.

• Cyber incidents or intrusions may result in information theft or other loss, data corruption, operational disruption and/or financial loss.

• We are subject to cyber security risks.

Cyber incidents or intrusions may result in information theft, data corruption, operational disruption and/or financial loss.

Risks Inherent to Our Common Stock

• Our largest stockholder controls a significant percentage of our common stock, and its interests may conflict with those of our other stockholders.

• A significant reduction by our largest stockholder, Wexford of its ownership interests in us could adversely affect us.

• Sales of shares of our common stock by our largest stockholders or sales of substantial amounts of our common stock by other stockholders could adversely affect the market price of our common stock.

• 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.

• We have engaged and expect to continue to engage in transactions with our affiliates, the terms of which and the resolution of any conflicts thereunder may not always be in our or our stockholders’ best interests.

• If our operating results do not meet expectations of securities and financial analysts, the price of our common stock could decline.

• We may issue preferred stock adversely affecting the voting power or value of our common stock.

• We have engaged and expect to continue to engage in transactions with our affiliates and expect to do so in the future.

The terms of such transactions and the resolution of any conflicts that may arise may not always be in our or our common stockholders’ best interests.

• If the price of our common stock fluctuates significantly, your investment could lose value.

• Wexford beneficially owns a substantial amount of our common stock and may sell such common stock in the public or private markets.

Sales of these shares of common stock or sales of substantial amounts of our common stock by other stockholders, or the perception that such sales may occur, could adversely affect the prevailing market price of our common stock.

• If securities or industry analysts do not publish research or reports about our business, if they adversely revise their recommendations regarding our stock or if our operating results do not meet their expectations, the price of our stock could decline.

• We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

• Provisions in our certificate of incorporation and bylaws and Delaware law make it more difficult to effect a change in control of the company, which could adversely affect the price of our common stock.

• The exclusive forum provisions of our certificate of incorporation could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

• The declaration of dividends on our common stock is within the discretion of our board of directors, and there is no guarantee that we will pay any dividends in the future or at levels anticipated by our stockholders.

• Our certificate of incorporation designates courts in the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

• The declaration of dividends on our common stock is within the discretion of our board of directors based upon a review of relevant considerations, and there is no guarantee that we will pay any dividends in the future or at levels anticipated by our stockholders.

• Our ability to repurchase stock may be limited and no assurance can be given that we will be able to effectuate our stock repurchase program in the future at indicated levels or at all.

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.

What changed 10-K

Item 1. Business